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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

  For the fiscal quarter ended September 30, 2023

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

  For the transition period from to

 

VYCOR MEDICAL, INC.

(Exact name of small business issuer as specified in its charter)

 

Delaware   001-34932   20-3369218

(State

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

951 Broken Sound Parkway, Suite 320, Boca Raton, FL 33487

(Address of principal executive offices) (Zip code)

 

Issuer’s telephone number: (561) 558-2020

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock   VYCO   OTCQB

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐
Non-accelerated Filer ☐ Smaller Reporting Company ☒
Emerging Growth Company ☐  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

 

There were 32,628,835 shares outstanding of registrant’s common stock, par value $0.0001 per share, as of November 13, 2023.

 

Transitional Small Business Disclosure Format (check one): Yes ☐ No ☒

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
  PART I  
     
Item 1. Financial Statements 3
     
  Unaudited Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 3
     
  Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2023 and 2022. 4
     
  Unaudited Consolidated Statement of Stockholders’ Deficiency for the three and nine months ended September 30, 2023 and 2022. 5
     
  Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022. 6
     
  Notes to Unaudited Consolidated Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 17
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 22
     
Item 4. Controls and Procedures 22
     
  PART II  
     
Item 1. Legal Proceedings 23
     
Item 1A. Risk Factors 23
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23
     
Item 3. Defaults Upon Senior Securities 23
     
Item 4. Mine Safety Disclosures 23
     
Item 5. Other Information 23
     
Item 6. Exhibits 23
     
SIGNATURES 24

 

2
 

 

PART 1

 

ITEM 1. FINANCIAL STATEMENTS

 

VYCOR MEDICAL, INC.

Consolidated Balance Sheets

(Unaudited)

 

   September 30,
2023		   December 31,
2022		 
ASSETS          
Current Assets          
Cash  $69,055   $37,035 
Trade accounts receivable   255,266    156,204 
Inventory   204,739    248,874 
Prepaid expenses and other current assets   95,932    74,438 
Current assets of discontinued operations   896    1,212 
Total Current Assets   625,888    517,763 
           
Fixed assets, net   261,602    303,770 
           
Intangible and Other assets:          
Security deposits   6,000    6,000 
Operating lease - right of use assets   160,979    32,645 
Total Intangible and Other assets   166,979    38,645 
TOTAL ASSETS  $1,054,469   $860,178 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY          
Current Liabilities          
Accounts payable  $113,729   $200,044 
Accrued interest: Other   460,798    424,897 
Accrued interest: Related party   183,087    146,007 
Accrued liabilities - Other   126,890    91,352 
Accrued liabilities - Related Party   2,270,590    1,946,220 
Notes payable: Other   338,786    324,711 
Notes payable: Related Party   493,373    493,373 
Current operating lease liabilities   44,759    29,591 
Current liabilities of discontinued operations   (800)   (1,399)
Total Current Liabilities   4,031,212    3,654,796 
           
Long term lease liabilities  $111,922    - 
Loan Payable - SBA EIDL   143,756    146,253 
           
Total Liabilities   4,286,890    3,801,049 
           
STOCKHOLDERS’ DEFICIENCY          
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 270,307 and 270,307 issued and outstanding as at September 30, 2023 and December 31, 2022 respectively   27    27 
Common Stock, $0.0001 par value, 55,000,000 shares authorized at September 30, 2023 and December 31, 2022, 32,732,169 and 32,630,506 shares issued and 32,628,835 and 32,527,172 outstanding at September 30, 2023 and December 31, 2022 respectively   3,273    3,263 
Additional Paid-in Capital   29,365,070    29,355,626 
Treasury Stock (103,334 shares of Common Stock as at September 30, 2023 and December 31, 2022 respectively, at cost)   (1,033)   (1,033)
Accumulated Deficit   (32,727,435)   (32,426,429)
Accumulated Other Comprehensive Income (Loss)   127,677    127,675 
Total Stockholders’ Deficiency   (3,232,421)   (2,940,871)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY  $1,054,469   $860,178 

 

See accompanying notes to consolidated financial statements

 

3
 

 

VYCOR MEDICAL, INC.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

   2023   2022   2023   2022 
   For the three months ended
September 30,		   For the nine months ended
September 30,		 
   2023   2022   2023   2022 
                 
Revenue  $308,593   $309,969   $1,152,355   $951,725 
Cost of Goods Sold   32,334    42,199    102,930    103,493 
Gross Profit   276,259    267,770    1,049,425    848,232 
                     
Operating Expenses:                    
Research and development   7,250    -    20,308    - 
Depreciation and amortization   14,377    14,559    43,126    43,857 
Selling, general and administrative   280,113    341,256    881,744    1,019,693 
Total Operating expenses   301,740    355,815    945,178    1,063,550 
Operating income (loss)   (25,481)   (88,045)   104,247    (215,318)
                     
Other Income (Expense)                    
Interest expense: Related Party   (12,436)   (10,351)   (37,080)   (28,257)
Interest expense: Other   (13,484)   (13,511)   (40,077)   (39,195)
Loss on foreign currency exchange   (78)   (405)   (209)   (1,065)
Total Other Income (expense)   (25,998)   (24,267)   (77,366)   (68,517)
                     
Income (Loss) Before Provision for Income Taxes   (51,479)   (112,312)   26,881    (283,835)
Provision for income taxes   -    -    -    - 
Net Income (Loss) from continuing operations   (51,479)   (112,312)   26,881    (283,835)
Loss from discontinued operations   (425)   (2,495)   (3,517)   (4,534)
Net Income (Loss)   (51,904)   (114,807)   23,364    (288,369)
                     
Preferred stock dividends   (162,185)   (162,185)   (324,370)   (324,370)
Net Loss Available to Common Stockholders  $(214,089)  $(276,992)  $(301,006)  $(612,739)
                     
Other Comprehensive Income (Loss)                    
Foreign Currency Translation Adjustment   -    1    2    1 
Comprehensive Income (Loss)  $(51,904)  $(114,806)  $23,366   $(288,368)
                     
Net Income (Loss) Per Share - basic and diluted:                    
Net Income (Loss) from continuing operations  $(0.00)  $(0.00)  $0.00   $(0.01)
Loss from discontinued operations  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Net Loss available to common stockholders  $(0.01)  $(0.01)  $(0.01)  $(0.02)
                     
Weighted Average Number of Shares Outstanding – Basic and Diluted   32,628,835    31,997,281    32,595,320    31,432,040 

 

See accompanying notes to consolidated financial statements

 

4
 

 

VYCOR MEDICAL, INC.

Consolidated Statement of Stockholders’ Deficiency

(Unaudited)

 

   Number   Amount   Number   Amount   Number   Amount   Number   Amount   Capital   Deficit   (Loss)   Total 
   Common Stock   Preferred C   Preferred D   Treasury Stock   Additional Paid-in   Accumulated   Accum
OCI		     
   Number   Amount   Number   Amount   Number   Amount   Number   Amount   Capital   Deficit   (Loss)   Total 
                                                 
Balance at June 30, 2023   32,732,169   $3,273    1   $0    270,306   $27    (103,334)  $(1,033)  $29,365,070   $(32,513,346)  $127,677   $(3,018,332)
Comprehensive Income                                                     -   -
Net loss for three months ended September 30, 2023        -          -          -          -     -     (214,089)        (214,089)
Balance at Sepember 30, 2023   32,732,169   $3,273    1   $0    270,306   $27    (103,334)  $(1,033)  $29,365,070   $(32,727,435)  $127,677   $(3,232,421)

 

   Common Stock   Preferred C   Preferred D   Treasury Stock   Additional Paid-in   Accumulated   Accum OCI     
   Number   Amount   Number   Amount   Number   Amount   Number   Amount   Capital   Deficit   (Loss)   Total 
                                                 
Balance at December 31, 2022   32,630,506   $3,263    1   $0    270,306   $27    (103,334)  $(1,033)  $29,355,626   $(32,426,429)  $127,675   $(2,940,871)
Issuance of stock for board and consulting fees   101,663    10    -    -                        9,444              9,454 
Comprehensive Income                                                     2    2 
Net loss for nine months ended September 30, 2023                  -          -          -          (301,006)        (301,006)
Balance at Sepember 30, 2023   32,732,169   $3,273    1   $0    270,306   $27    (103,334)  $(1,033)  $29,365,070   $(32,727,435)  $127,677   $(3,232,421)

 

   Common Stock   Preferred C   Preferred D   Treasury Stock   Additional Paid-in   Accumulated   Accum OCI     
   Number   Amount   Number   Amount   Number   Amount   Number   Amount   Capital   Deficit   (Loss)   Total 
Balance at June 30, 2022   32,094,792   $3,209    1   $0    270,306   $27    (103,334)  $(1,033)  $29,303,715   $(32,032,889)  $127,674   $(2,599,297)
Issuance of stock for board and consulting fees   535,714    54                                  56,732              56,786 
Comprehensive Income                                                     1    1 
Net loss for three months ended September 30, 2022                  -          -          -          (276,992)        (276,992)
Balance at September 30, 2022   32,630,506   $3,263    1   $0    270,306   $27    (103,334)  $(1,033)  $29,360,447   $(32,309,881)  $127,675   $(2,819,502)

 

   Common Stock   Preferred C   Preferred D   Treasury Stock   Additional Paid-in   Accumulated   Accum OCI     
   Number   Amount   Number   Amount   Number   Amount   Number   Amount   Capital   Deficit   (Loss)   Total 
Balance at December 31, 2021   30,921,701   $3,092    1   $0    270,306   $27    (103,334)  $(1,033)  $29,172,169   $(31,697,142)  $127,674   ($2,395,213)
Issuance of stock for board and consulting fees   1,607,142    161                                  176,089              176,250 
Issuance of stock for consulting fees   101,663    10                                  12,189              12,199 
Comprehensive Income                                                     1    1 
Net loss for nine months ended September 30, 2022                  -          -          -          (612,739)        (612,739)
Balance at September 30, 2022   32,630,506   $3,263    1   $0    270,306   $27    (103,334)  $(1,033)  $29,360,447   $(32,309,881)  $127,675   $(2,819,502)

 

See accompanying notes to consolidated financial statements

 

5
 

 

VYCOR MEDICAL, INC.

Consolidated Statement of Cash Flows

(Unaudited)

 

   September 30,
2023		   September 30,
2022		 
   For the nine months ended 
   September 30,
2023		   September 30,
2022		 
Cash flows from operating activities:          
Net Income (Loss)  $23,364   $(288,369)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:          
Depreciation of fixed assets   45,650    46,073 
Inventory provision   -    11,360 
Stock based compensation   7,777    187,381 
           
Changes in assets and liabilities:          
Accounts receivable   (99,062)   (54,462)
Inventory   44,135    (71,381)
Prepaid expenses   (15,519)   (32,638)
Accrued interest - Related Party   37,080    28,257 
Accrued interest – Other   35,901    29,681 
Accounts payable   (86,315)   (8,713)
Accrued liabilities - Other   29,996    (29,514)
Changes in discontinued operations, net   915    (1,337)
Cash provided by (used in) in operating activities   23,922    (183,662)
Cash flows from investing activities:          
Purchase of fixed assets   (3,482)   (3,102)
Cash used in investing activities   (3,482)   (3,102)
Cash flows from financing activities:          
Proceeds from Notes Payable - Related Party   -    110,000 
Proceeds net of Repayments - Notes Payable - Other   11,578    18,392 
Cash provided by financing activities   11,578    128,392 
Effect of exchange rate changes on cash   2    1 
Net increase (decrease) in cash   32,020    (58,371)
Cash at beginning of period   37,035    90,941 
Cash at end of period  $69,055   $32,570 
           
Supplemental Disclosures of Cash Flow information:          
Cash paid for interest  $4,176   $6,579 
Cash paid for income tax  $0   $0 

 

See accompanying notes to consolidated financial statements

 

6
 

 

VYCOR MEDICAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

 

1. BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements of Vycor Medical, Inc. (the “Company” or “Vycor”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Commission. In accordance with those rules and regulations certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2022 derives from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

The unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2023 and 2022, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Certain prior period amounts on the unaudited consolidated financial statements have been reclassified to conform to the current period presentation.

 

Ability to continue as a Going Concern

 

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss available to common stockholders of $301,006 for the nine months ended September 30, 2023 and since inception has not generated sufficient positive cash flows from operations, although did generate positive cash flows from operations for the nine months ended September 30, 2023. As of September 30, 2023 the Company had a working capital deficiency of $458,274, excluding related party liabilities of $2,947,050. These conditions, among others, raise substantial doubt regarding our ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

The Company is executing on a plan to achieve a reduction in cash operating losses. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”), together with accrued interest of $460,798 which has a maturity date of December 31, 2023, having been extended on a number of occasions from its initial due date of June 11, 2011. At this time, it is not known whether any further extension of the note beyond December 31, 2023 will be available. However, the Company believes it may not have sufficient cash to meet its various cash needs through November 30, 2024 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. Fountainhead Capital Management Limited (“Fountainhead”), the Company’s largest shareholder, has provided working capital funding to the Company on an as-needed basis, although there is no guarantee that this will continue to be the case. The Company may consider seeking additional equity or debt funding, although there is no assurance that this would be available on acceptable terms or at all. If adequate funds are not available, the Company may have to delay or curtail development or commercialization of products, or cease some of its operations.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The unaudited consolidated financial statements include the accounts of Vycor Medical, Inc., and its wholly-owned subsidiaries, NovaVision, Inc. (a Delaware corporation), NovaVision GmbH (a German corporation) and Sight Science Limited (a UK corporation), both wholly owned subsidiaries of NovaVision, Inc. The Company is headquartered in Boca Raton, FL. All material inter-company account balances, transactions, and profits have been eliminated in consolidation. Following the decision in April 2020 to close the German office of NovaVision, the activities of NovaVision GmbH have been accounted for as discontinued operations.

 

7
 

 

Recent Accounting Pronouncements

 

From time-to-time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

 

Revenue Recognition

 

On January 1, 2018, the Company adopted the new accounting standard, ASC 606, Revenue from Contracts with Customers and all the related amendments (new revenue standard) to all contracts. The adoption of the new accounting standard had no impact on company’s consolidated financial statements.

 

Vycor Medical generates revenue from the sale of its surgical access system to hospitals and other medical professionals. Vycor Medical records revenue from product sales when obligations under the terms of a contract with customers are satisfied. Generally, this occurs with the transfer of control of the goods to customers. Vycor Medical does not provide for product returns or warranty costs.

 

Vycor determines revenue recognition through the following steps:

 

  ● Identification of the contract, or contracts, with a customer
     
  ● Identification of the performance obligations in the contract
     
  ● Determination of the transaction price
     
  ● Allocation of the transaction price to the performance obligations in the contract
     
  ● Recognition of revenue when Vycor satisfy a performance obligation

 

NovaVision generates revenues from various programs, therapy services and other sources such as software license sales. Therapy services revenues represent fees from NovaVision’s vision restoration therapy software, eye movement training software, diagnostic software, clinic set up and training fees, and the professional and support services associated with the therapy. NovaVision provides vision restoration therapy directly to patients. The typical therapy program consists of NeuroEyeCoach, performed over 2-4 weeks, and six modules of Vision Restoration Therapy, performed over 6 months. A patient contract comprises set-up fees and monthly therapy fees. Set-up fees are recognized at the outset of the contract and therapy revenue is recognized ratably over the therapy period. Patient therapy is restricted to being completed by a patient within a specified time frame.

 

Deferred revenue results from patients paying for the therapy in advance of receiving the therapy.

 

The Company disaggregates its revenue by division – Vycor and NovaVision – and by geography – United States and Europe – and presents the disaggregation in Note 6.

 

Net Income (Loss) Per Share

 

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock and convertible debt. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share.

 

8
 

 

The following table sets forth the potential shares of common stock that are included in the calculation of diluted net income per share where a net income is reported:

 

  

September 30,
2023

 

September 30,
2022

Debentures convertible into common stock   3,622,848    3,394,276 
Preferred shares convertible into common stock   1,272,052    1,272,052 
Total   4,894,900    4,666,328 

 

3. DISCONTINUED OPERATIONS

 

In April 2020, the board of Vycor took the decision to close the German operations of NovaVision, including the German office and NovaVision GmbH, and instead migrate to a licensed business model; effective July 1, 2020 ,Vycor entered into a license agreement with a German-based partner. The NovaVision German office was closed effective June 30, 2020. The Company will continue to fund the remaining expenses of the German operations, which are non-material, until such a time as NovaVision GmbH will be formally wound up.

 

Reconciliation of the major line items from discontinued operations that are presented in the unaudited consolidated balance sheets and unaudited consolidated statements of comprehensive income (loss) are as follows:

 

Major line items constituting assets and liabilities in the unaudited consolidated balance sheets

 

   September 30,
2023		   December 31,
2022		 
ASSETS          
Current Assets          
Cash  $896   $1,212 
Total Current Assets   896    1,212 
           
TOTAL ASSETS  $896   $1,212 
           
LIABILITIES          
Current Liabilities          
Accounts payable  $4   $693 
Other current liabilities   (804)   (2,092)
Total Current Liabilities  $(800)  $(1,399)

 

9
 

 

Major line items constituting loss from discontinued operations

 

   2023   2022   2023   2022 
   For the three months ended
September 30,		   For the nine months ended
September 30,		 
   2023   2022   2023   2022 
                 
Revenue  $-   $-   $-   $- 
Cost of Goods Sold   -    -    -    - 
Gross Profit   -    -    -    - 
                     
Operating Expenses:                    
Selling, general and administrative   425    2,420    3,365    4,413 
Total Operating expenses   425    2,420    3,365    4,413 
Operating Loss   (425)   (2,420)   (3,365)   (4,413)
                     
Other Income (Expense)                    
Loss on foreign currency exchange   -    (75)   (152)   (121)
Total Other Income (Expense)   -    (75)   (152)   (121)
                     
Loss Before Provision for Income Taxes   (425)   (2,495)   (3,517)   (4,534)
Provision for income taxes   -    -    -    - 
Loss from discontinued operations, net of tax  $(425)  $(2,495)  $(3,517)  $(4,534)

 

4. NOTES PAYABLE

 

Related Parties Notes Payable

 

Related Party Notes Payable consists of:

 

   September 30,
2023		   December 31,
2022		 
         
On June 25, 2018 the Company issued promissory notes to Peter Zachariou for $30,000. The notes bear interest at 10% per annum and are payable on the earlier of one year or five days following the delivery of written demand for payment by the Payee. The note was extended for another twelve months on its due date to June 25, 2024 or on demand by the Payee.  $30,000   $30,000 
Between March 26, 2018 and November 17, 2022 the Company issued fifteen promissory notes to Fountainhead Capital Management Limited for $463,373. The notes bear interest at 10% per annum and are payable on the earlier of one year or five days following the delivery of written demand for payment by the Payee. All of the notes were extended on their due dates for another twelve months. The Notes will be due between December 2023 and November 2024 or on demand by the Payee.   463,373    463,373 
Total Related Party Notes Payable  $493,373   $493,373 

 

10
 

 

Other Notes Payable

 

Other Notes Payable consists of:

 

   September 30,
2023		   December 31,
2022		 
On March 25, 2011 the Company issued a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”). The term note bears interest at 16% per annum and was due June 25, 2011, and has been extended on a number of occasions. On the note’s most recent due date, the note was amended and extended to December 31, 2023. See further note below.  $300,000   $300,000 
Current portion of Long-Term Notes payable, see below   3,313    3,222 
Insurance policy finance agreements.   35,473    21,489 
Total Notes Payable:  $338,786   $324,711 

 

Long-Term Notes Payable consists of:

 

   September 30,
2023		   December 31,
2022		 
On July 7, 2020, the Company was advised that the Small Business Administration (SBA) had approved a $150,000 loan under the Economic Injury Disaster Loan Program pursuant to the Coronavirus Aid, Relief and Economic Security (CARES) Act (“Loan”). The Loan, evidenced by a promissory note dated July 7, 2020, has a term of thirty (30) years, bears interest at a fixed rate of three and three-quarters percent (3.75%) per annum, with monthly payments in the amount of $731.00 per month commencing July 7, 2021 and is secured by essentially all of the assets of the Company. The proceeds of the Loan have been used for general working capital purposes to alleviate economic injury caused by disaster occurring in the month of January 2020 and continuing thereafter.  $143,756   $146,253 
Total Long-Term Notes Payable:  $143,756   $146,253 

 

In January 2018 the Company entered into an amendment agreement (the “Amendment”) with EuroAmerican Investments (“EuroAmerican”) regarding its $300,000 loan note (the “Note”). Under the Amendment, the Note was extended and the conversion terms of the Note were reduced to $0.21, the same as the offering price of the 2018 Offering. Conversion of the Note and accrued interest would result in the issuance of 3,622,848 shares of Common Stock as of September 30, 2023. Notwithstanding, EuroAmerican agreed that the Note could not be converted without first offering the Company the right to redeem the Note at principal and accrued interest, and secondly Fountainhead the right to purchase the Note, which cannot be converted prior to such offer and the failure of the Company and Fountainhead to exercise such option in accordance with the amendment terms. The amendment was recognized as a modification, based on the guidance in ASC 470-50.

 

The Company routinely finances all their insurance policies through a third-party finance company which requires a down payment and subsequent monthly payments, the time periods vary from 10 months to 12 equal monthly payments.

 

5. LEASE

 

The Company recognized the following related to a lease in its unaudited consolidated balance sheet at September 30, 2023 and December 31, 2022:

 

   September 30
2023		   December 31,
2022		 
         
Operating Lease ROU Assets  $160,979   $32,645 
Operating Lease ROU Assets  $160,979   $32,645 
           
Operating Lease Liabilities          
Current portion  $44,759   $29,591 
Long-term portion   111,922    - 
Operating Lease Liabilities  $156,681   $29,591 

 

11
 

 

6. SEGMENT REPORTING, GEOGRAPHICAL INFORMATION

 

(a) Business segments

 

The Company operates in two business segments: Vycor Medical, which focuses on devices for neurosurgery; and NovaVision, which focuses on neuro stimulation therapies and diagnostic devices for the treatment and screening of vision field loss and which includes Sight Science. Discontinued operations were part of NovaVision and revenues and assets were in Europe; see Note 3. Set out below are the revenues, gross profits and total assets for each segment:

 

   2023   2022   2023   2022 
   Three Months Ended
September 30,		   Nine Months Ended
September 30,		 
   2023   2022   2023   2022 
Revenue:                    
Vycor Medical  $287,559   $289,706   $1,087,758   $875,785 
NovaVision  $21,034   $20,263   $64,597   $75,940 
 Revenue  $308,593   $309,969   $1,152,355   $951,725 
Gross Profit                    
Vycor Medical  $256,435   $249,141   $989,288   $777,963 
NovaVision  $19,824   $18,629   $60,137   $70,269 
 Gross Profit  $276,259   $267,770   $1,049,425   $848,232 
                     
Operating Income (Loss)                    
Vycor Medical  $60,373   $65,042   $366,360   $238,751 
NovaVision  $(41,868)  $(69,557)  $(146,592)  $(169,051)
Corporate  $(43,986)  $(83,530)  $(115,521)  $(285,018)
 Operating Income (Loss)  $(25,481)  $(88,045)  $(104,247)  $(215,318)

 

   September 30,   December 31, 
   2023   2022 
Total Assets:          
Vycor Medical  $1,004,421   $822,174 
NovaVision   49,152    36,792 
Discontinued operations   896    1,212 
Total Assets  $1,054,469   $860,178 

 

12
 

 

(b) Geographic information

 

The Company operates in two geographic segments, the United States and Europe. Discontinued operations were part of NovaVision and revenues and assets were in Europe; see Note 3. Set out below are the revenues, gross profits and total assets for each segment.

 

   2023   2022   2023   2022 
   Three Months Ended
September 30,		   Nine Months Ended
September 30,		 
   2023   2022   2023   2022 
Revenue:                    
United States  $306,929   $308,368   $1,147,054   $944,480 
Europe  $1,664   $1,601   $5,301   $7,245 
 Revenue  $308,593   $309,969   $1,152,355   $951,725 
Gross Profit                    
United States  $274,620   $266,168   $1,044,223   $841,012 
Europe  $1,639   $1,602   $5,202   $7,220 
 Gross Profit  $276,259   $267,770   $1,049,425   $848,232 
Operating Income (Loss)                    
United States  $(19,758)  $(82,645)  $119,088   $(203,415)
Europe  $(5,723)  $(5,400)  $(14,841)  $(11,903)
 Operating Income (Loss)  $(25,481)  $(88,045)  $104,247   $(215,318)

 

   September 30,   December 31, 
   2023   2022 
Total Assets:          
United States  $1,046,219   $854,236 
Europe   7,354    4,730 
Discontinued operations   896    1,212 
Total Assets  $1,054,469   $860,178 

 

7. EQUITY

 

Equity Transactions

 

During January to September 2023 and 2022, under the terms of the Consulting Agreement referred to in Note 10, the Company issued 0 and 1,607,142 of Common Stock to Fountainhead valued at $0 and $176,250, respectively.

 

On April 1, 2023 and April 1, 2022 the Company issued 101,663 shares of Common Stock to Ricardo Komotar (RJK Consulting), a consultant, in accordance with the terms of a consulting agreement.

 

13
 

 

Equity Classes

 

Our authorized capital stock consists of 55,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share, the rights and preferences of which may be established from time to time by our board. As of November 13, 2023, there were 32,628,835 shares of common stock, one (1) share of Series C Preferred Stock and 270,306 shares of Series D Preferred Stock outstanding.

 

Holders of our common stock are entitled to one vote for each share on all matters voted upon by our stockholders, including the election of directors, and do not have cumulative voting rights. Subject to the rights of holders of any then outstanding shares of our preferred stock, our common stockholders are entitled to any dividends that may be declared by our board. Holders of our common stock are entitled to share ratably in our net assets upon our dissolution or liquidation after payment or provision for all liabilities and any preferential liquidation rights of our preferred stock then outstanding. Holders of our common stock have no preemptive rights to purchase shares of our stock. The shares of our common stock are not subject to any redemption provisions and are not convertible into any other shares of our capital stock. All outstanding shares of our common stock are, and the shares of common stock to be issued in the offering will be, upon payment therefor, fully paid and non-assessable. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future.

 

Series C Convertible Preferred Stock shares (“Preferred C Stock”) are convertible (at the Holder’s option or mandatorily upon the occurrence of certain events) into 14,815 shares of the Company’s Common Stock (at $3.75 per share). The Preferred C Stock carries no dividend or other rights.

 

Series D Convertible Preferred shares (“Preferred D Stock”) are convertible into Company Common Shares at a price of $2.15. The Series D carry a cumulative preferred dividend of 12% per annum, payable in cash. The Company is able to redeem the Series D at par at any time, at its sole option.

 

8. STOCK-BASED COMPENSATION

 

The Company from time-to-time issues common stock, stock options or common stock warrants to acquire services or goods from non-employees. Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, which is measured as of the “measurement date” using an option pricing model, or their contractual value if different in the case of common stock. The “measurement date” for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant.

 

Non-Employee Stock Compensation

 

Aggregate stock-based compensation for stock granted to non-employees for each of the nine months ended September 30, 2023 and 2022 was $7,777 and $187,381, respectively.

 

9. COMMITMENTS AND CONTINGENCIES

 

Lease

 

The Company leases office space located at 951 Broken Sound Parkway, Suite 320, Boca Raton, FL 33487 from WPT Land 2 L.P., for a gross rent of approximately $4,300 per month, plus other charges of approximately $3,000 per month. The lease terminated on August 31, 2023 and has been extended for a further three years and four months to December 31, 2026. Rent expense for the nine months ended September 30, 2023 and 2022 was $53,535 and $58,666 respectively. See Note 5.

 

Potential German tax liability

 

In June 2012 the Company’s NovaVision German subsidiary received a preliminary assessment for Magdeburg City trade tax of €75,000 (approximately $82,000), with an additional interest charge of €12,000 (approximately $13,200). This assessment is for the 2010 fiscal year and relates to the Company’s acquisition of the assets of the former NovaVision, Inc. An initial assessment for corporate tax for the same period was preliminarily reduced to zero. The Company did not accept this trade tax assessment and appealed against it to the relevant tax authorities with a view to its reduction. The relevant tax authorities agreed to suspend the assessment pending the outcome of certain court hearings and proposed tax legislation, and the Company agreed to make monthly payments on account totaling €75,000 (approximately $82,000) which were completed in October 2016 and fully expensed. At that time the Company appealed against the interest charge of €12,000 (approximately $13,200) which the tax authorities did not accept but also agreed to suspend pending the outcome of the hearings and proposed legislation outlined above. Accordingly, the Company has made no provision for this liability in the nine months ended September 30, 2023 and the year ended December 31, 2022 respectively. The Company is in the process of winding down the entity, as disclosed in Note 3.

 

14
 

 

10. CONSULTING AND OTHER AGREEMENTS

 

The following agreements were entered into or remained in force during the periods ended September 30, 2023 and 2022:

 

Consulting Agreement with Fountainhead

 

In March 2017 and effective April 1, 2017, the Company amended the Fountainhead Consulting Agreement. Under the Amended Agreement, fees of $450,000 were payable to Fountainhead in Company Common Stock issued at the higher of $0.21 and the average price for the 30 days prior to issuance, and deliverable at the end of each fiscal quarter. This was amended slightly effective January 1, 2021 (“the Amended Agreement”). Under the Amended Agreement, fees are payable to Fountainhead in Company Common Stock (“Shares”) as follows: 1) 535,714 Shares on the last day of each quarter; or 2) if the average closing price of the Shares for the 30 trading days prior to issuance is above $0.21, a number of Shares calculated by dividing $112,500 by the average closing price of the Shares for the 30 trading days prior to issuance. Under the terms of the Amended Agreement, Fountainhead continued to provide the executive management team of the Company, including the positions of CEO, President and CFO, whose employment agreements with the Company stipulate they receive no remuneration from the Company.

 

Effective October 1, 2022 the Amended Agreement was terminated by Fountainhead and the Company by mutual agreement. Effective the same date the Company entered into revised employment agreements with Peter Zachariou, David Cantor and Adrian Liddell under which they would continue as CEO, President and CFO respectively as individuals and not as representatives of Fountainhead; there is no compensation payable under the employment agreements.

 

During the nine months ended September 30, 2023 and 2022 the Company issued 0 and 1,607,142 shares of Company Common Stock, valued at $0 and $176,250, respectively.

 

Other Agreements

 

On March 30, 2021, Vycor entered into a Consulting Agreement with Ricardo J. Komotar, M.D. (the “Agreement”) to provide certain specified services over the three-year term of the Agreement. Under the Agreement, Dr. Komotar will provide general scientific advisory consultancy services, and will also provide scientific advisory services based around certain specific pre-determined milestones. In consideration of the Consultant’s services, the Company agreed to deliver to the Consultant over the course of the three-year term, a total of 304,989 shares of Company Common Stock in respect of the general consultancy, and up to 1,219,957 shares of Company Common Stock in respect of the milestones, the actual number of shares to be delivered being determined by the achievement of the pre-determined milestones. On April 1, 2023 and 2022 101,663 shares of Company Common Stock were issued under the terms of the Agreement.

 

11. RELATED PARTY TRANSACTIONS

 

Peter Zachariou and David Cantor, directors of the Company, are investment managers of Fountainhead that owned, at September 30, 2023, 62.3% of the Company’s Common Stock and 69.7% of the Company’s Series D Preferred Stock. Peter Zachariou owns 0.15% of the Company’s Common Stock and 25.7% of the Company’s Series D Preferred Stock. Adrian Liddell, Chairman is a consultant to Fountainhead.

 

During the nine months ended September 30, 2023 and September 30, 2022, under the terms of the Amended Agreement referred to in Note 10, the Company issued 0 and 1,607,142 shares of Common Stock to Fountainhead valued at $0 and $176,250, respectively.

 

During each of the nine months ended September 30, 2023 and 2022, the Company accrued an aggregate of $324,370 of Preferred D Stock dividends, of which $226,037 was regarding Fountainhead and $83,386 was regarding Peter Zachariou. Total accrued Preferred D Stock dividends at September 30, 2023 and 2022 was $2,270,590 and $1,946,220, respectively, of which $1,582,260 and $1,356,224, respectively, was regarding Fountainhead and $583,701 and $500,315, respectively, was regarding Peter Zachariou.

 

During the nine months ended September 30, 2023 and 2022 the Company issued unsecured loan notes to Fountainhead for a total of $0 and $110,000, respectively. The loan notes bear interest at a rate of 10% and are due on demand or by their one-year anniversary (see Note 4).

 

During the nine months ended September 30, 2023 and 2022 the Company accrued interest on related party loans of $37,080 and $28,257 respectively.

 

15
 

 

12. CONCENTRATION

 

Vycor Medical sells its neurosurgical devices in the US primarily direct to hospitals, and internationally through distributors who in turn sell to hospitals.

 

Sales Concentration:

 

   Three Months Ended
September 30,		 
   2023   2022 
         
Number of customers over 10%   1    1 
Percentage of sales   16%   10%

 

   Nine months Ended
September 30,		 
   2023   2022 
         
Number of customers over 10%   1    - 
Percentage of sales   12%   0%

 

Accounts Receivable Concentration

 

   At
September 30,		   At
December 31,		 
   2023   2022 
         
Number of customers over 10%   2    1 
Percentage of accounts receivable   11, 10%   13%

 

The Company has three sub-contract manufacturers from which it purchases, respectively, VBAS injection molded parts, completed and sterilized VBAS units, and VBAS extension arms. Purchases from these manufacturers vary from quarter to quarter, with no purchases in some quarters, however on an annual basis purchases from each manufacturer represent over 10% of total annual purchases.

 

13. SUBSEQUENT EVENTS

 

The Company has evaluated the existence of events and transactions subsequent to the balance sheet date through the date the unaudited consolidated financial statements were issued and has determined that there were no significant subsequent events or transactions which would require recognition or disclosure in the financial statements.

 

16
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward Looking Statements

 

This Interim Report on Form 10-Q contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PLSRA”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding Vycor Medical, Inc. (the “Company” or “Vycor,” also referred to as “us”, “we” or “our”). Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties. Forward-looking statements include statements regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in our industries, (d) our future financing plans and (e) our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Form 10-Q generally. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.

 

Any or all of our forward-looking statements in this report may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as the result of new information, future events, or otherwise. We intend that all forward-looking statements be subject to the safe harbor provisions of the PSLRA.

 

1. Organizational History

 

The Company was formed as a limited liability company under the laws of the State of New York on June 17, 2005 as “Vycor Medical LLC”. On August 14, 2007, we converted into a Delaware corporation and changed our name to “Vycor Medical, Inc.” (“Vycor”). The Company’s listing went effective on February 2009 and on November 29, 2010 Vycor completed the acquisition of substantially all of the assets of NovaVision, Inc. (“NovaVision”) and on January 4, 2012 Vycor, through its wholly-owned NovaVision subsidiary, completed the acquisition of all the shares of Sight Science Limited (“Sight Science”), a previous competitor to NovaVision.

 

2. Overview of Business

 

Vycor is dedicated to providing the medical community with innovative and superior surgical and therapeutic solutions and operates two distinct business units within the medical device industry. Vycor Medical designs, develops and markets medical devices for use in neurosurgery. NovaVision provides non-invasive rehabilitation therapies for those who have vision disorders resulting from neurological brain damage such as that caused by a stroke. Both businesses adopt a minimally or non-invasive approach. The Company has 56 issued or allowed patents and a further 11 pending. The Company leverages joint resources across the divisions to operate in a cost-efficient manner.

 

The Company periodically engages in discussions with potential strategic partners for or purchasers of each or both of our operating divisions. In April 2020, the board of Vycor took the decision to close the German operations of NovaVision, including the German office and NovaVision GmbH, and instead migrate to a licensed business model, entering into a license agreement with a local German partner. Under the agreement, the partner is licensed to provide NovaVision’s products and therapies in Germany, Austria and Switzerland to patients and professionals. The NovaVision German office was closed effective June 30, 2020.

 

17
 

 

Vycor Medical

 

Vycor Medical designs, develops and markets medical devices for use in neurosurgery. Vycor Medical’s ViewSite Brain Access System (“VBAS”) is a next generation retraction and access system. Vycor Medical is ISO 13485:2016 and MDSAP (Medical Device Single Audit Program) certified, and VBAS has U.S. FDA 510(k) clearance and CE Marking for Europe (Class III) for brain and spine surgeries, and regulatory approvals in a number of other international markets. Vycor Medical has 38 granted and 11 pending patents.

 

NovaVision

 

NovaVision provides non-invasive, computer-based rehabilitation therapies targeted at people who have impaired vision as a result of stroke or other brain injury and has 18 granted patents.

 

Strategy

 

The Company is continuing to execute on a plan to achieve revenue growth and a reduction in annual cash operating losses1, and generated cash operating income for the nine months ended September 30, 2023. For Vycor Medical this plan includes: increasing market penetration in the US; increasing international growth in territories where we are not represented or under-represented and continued new product development in response to market demands and demonstrating applicability in a broader range of pathologies. In the US the Company is focused on increasing market penetration through targeting neurosurgeons systematically, both through its distribution and marketing network and also directly by leveraging existing key opinion leader (“KOL”) neurosurgeon VBAS supporters to access new neurosurgeon users.

 

The Company has for some time been working to better integrate its VBAS with neuronavigation. The first phase of the modification of the existing VBAS product range was completed in September 2017 and was well received by surgeons. The second phase involved the introduction of an optional Alignment Clip accessory that snaps onto the VBAS and allows for a neuronavigation pointer to be fully integrated into the body of the VBAS; this new model range, known as the VBAS AC, was launched in September 2022, with the international roll-out being complete by the end of 2023. The Company will continue to work with neuronavigation companies to seek ways to further integrate the VBAS with neuronavigation and with other companies with complementary technologies used in neurosurgery. We will also be exploring with neurosurgeons and focus groups additional selected development work targeted at increasing the ease and applicability of our products to additional common procedures.

 

For NovaVision, given the company’s resources, and the large size and diversity of its end markets, we believe that the most efficient way to tackle the distribution of its broad range of patient and professional products is by partnering with entities in selected geographies that have either direct access to the end users or a desire and financial wherewithal to leverage the NovaVision therapy platform, including into new areas. As a result, the Company closed the NovaVision German office and entered into a license agreement with a local German for Germany, Austria and Switzerland. Management is also open to a broad range of alternatives for NovaVision as a whole, which could comprise distribution and marketing partnerships, licensing, merger or sale.

 

1 Operating Income or Loss before Depreciation, Amortization and non-cash Stock Compensation

 

Comparison of the Three Months Ended September 30, 2023 to the Three Months Ended September 30, 2022

 

Revenue and Gross Margin:

 

   Three months ended 
   September 30, 
   2023   2022   % Change 
Revenue:            
Vycor Medical  $287,559   $289,706    -1%
NovaVision  $21,034   $20,263    4%
   $308,593   $309,969    0%
Gross Profit               
Vycor Medical  $256,435   $249,141    3%
NovaVision  $19,824   $18,629    6%
   $276,259   $267,770    3%

 

18
 

 

Vycor Medical recorded revenue of 287,559 from the sale of its products for the three months ended September 30, 2023, a decrease of $2,147 or 1% over the same period in 2022. Gross margin of 89% and 86% was recorded for the three months ended September 30, 2023 and 2022, respectively.

 

NovaVision recorded revenues of $21,034 for the three months ended September 30, 2023, an increase of $771 or 4% over the same period in 2022. Gross margin was 94%, compared to 92% for the same period in 2022.

 

Selling, General and Administrative Expenses:

 

Selling, general and administrative expenses decreased by $61,143 to $280,113 for the three months ended September 30, 2023 from $341,256 for the same period in 2022. Included within Selling, General and Administrative Expenses are non-cash charges for stock-based compensation as the result of amortizing employee and non-employee shares, which have been issued by the Company over various periods. The charge for the three months ended September 30, 2023 was $2,364, a $57,472 decrease from the charge in 2022 of $59,836 following the termination of the Fountainhead Consulting Agreement effective October 1, 2022. Also included within Selling, General and Administrative Expenses are Sales Commissions, which decreased by $1,523 to $50,088 from $51,611 in 2022.

 

The remaining Selling, General and Administrative expenses decreased marginally from $229,809 to $227,661 in 2023. Payroll decreased by $18,703 due to temporary gaps in staff changes, offset by an increase in legal/patent and accounting of $10,506.

 

An analysis of the change in cash and non-cash G&A is shown in the table below:

 

   Cash G&A   Non-Cash G&A 
Legal, patent, audit/accounting   10,506    - 
Regulatory   4,043    - 
Scientific and clinical   2,500      
Other (travel/regulatory/premises)   (494)     
Commissions   (1,523)   - 
Payroll   (18,703)   - 
Board and financial   -    (57,472)
Total change   (3,671)   (57,472)

 

Interest Expense:

 

Interest comprises expense on the Company’s debt and insurance policy financing. Related Party Interest expense for the three months ended September 30, 2023 and 2022 was $12,436 and $10,351, respectively. Other Interest expense for the three months ended September 30, 2023 and 2022 was $13,484 and $13,511, respectively.

 

Operating loss from Discontinued Operations:

 

Operating loss from Discontinued Operations decreased by $2,070 to $425 in 2023 from $2,495 in 2022; the Company has some ongoing costs related to the wind-down of the discontinued operations in Germany but no revenues.

 

Comparison of the Nine months Ended September 30, 2023 to the Nine months Ended September 30, 2022

 

Revenue and Gross Margin:

 

   Nine months ended 
   September 30, 
   2023   2022   % Change 
Revenue:               
Vycor Medical  $1,087,758   $875,785    24%
NovaVision  $64,597   $75,940    -15%
   $1,152,355   $951,725    21%
Gross Profit               
Vycor Medical  $989,288   $777,963    27%
NovaVision  $60,137   $70,269    -14%
   $1,049,425   $848,232    24%

 

Vycor Medical recorded revenue of $1,087,758 from the sale of its products for the nine months ended September 30, 2023, an increase of $211,973, or 24%, over the same period in 2022. The increase was in the U.S. and Other International, reflecting the addition of new hospitals and improved utilization as the VBAS AC model has been rolled out. One international customer placed advance orders of VBAS and VBAS AC of which approximately $35,000 relates to sales that would normally have occurred in the October to December 2023 period. Gross margin of 91% and 89% was recorded for the nine months ended September 30, 2023 and for the same period in 2022.

 

NovaVision recorded revenues of $64,597 for the nine months ended September 30, 2023, a decrease of $11,343 or 15% over the same period in 2022, and gross margin of 93% was the same for both periods.

 

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Selling, General and Administrative Expenses:

 

Selling, general and administrative expenses decreased by $137,949 to $881,744 for the nine months ended September 30, 2023 from $1,019,693 for the same period in 2022. Included within Selling, General and Administrative Expenses are non-cash charges for stock-based compensation as the result of amortizing employee and non-employee shares, warrants and options which have been issued by the Company over various periods. The charge for the nine months ended September 30, 2023 was $7,777, a decrease of $179,604 from $187,381 in 2022 following the termination of the Fountainhead Consulting Agreement effective October 1, 2022. Also included within Selling, General and Administrative Expenses are Sales Commissions, which increased by $40,952 from $167,607 to $208,559.

 

The remaining Selling, General and Administrative expenses increased marginally by $704 from $664,705 to $665,408. Patent costs decreased by $18,387 due lower costs of NovaVision patents during the period; decreased regulatory costs of $16,851 due to delayed notified body audits; offset by increased audit, accounting and insurance costs of $16,822.

 

An analysis of the change in cash and non-cash G&A is shown in the table below:

 

   Cash G&A   Non-Cash G&A 
Commissions   40,952      
Other (travel/regulatory/premises)   35,742    - 
Payroll   (2,152)   - 
Scientific and clinical   (5,072)   - 
Legal, patent, audit/accounting   (10,964)     
Regulatory   (16,851)   - 
Board and financial   -    (179,604)
Total change   41,655    (179,604)

 

Interest Expense:

 

Interest comprises expense on the Company’s debt and insurance policy financing. Related Party Interest expense for the nine months ended September 30, 2023 was $37,080 compared to $28,257 for 2022. Other Interest expense for the nine months ended September 30, 2023 was $40,077 compared to $39,195 for 2022 following the forgiveness of PPP loans.

 

Liquidity

 

The following table shows cash flow and liquidity data for the periods ended September 30, 2023 and December 31, 2022:

 

   September 30,
2023		   December 31,
2022		   $ Change 
Cash  $69,055   $37,035   $32,020 
Accounts receivable, inventory and other current assets  $556,833   $480,728   $76,105 
Total current liabilities  $(4,031,212)  $(3,654,796)  $(376,416)
Working capital  $(3,405,324)  $(3,137,033)  $

 

(268,291

)
Cash (used in) provided by financing activities  $11,578   $165,889   $(154,311)

 

Operating Activities. Cash provided by (used in) operating activities comprises net income (loss) adjusted for non-cash items and the effect of changes in working capital and other activities. The net repayment of normal insurance financing should also be taken into account when considering cash provided by (used in) operating activities.

 

The following table shows the principal components of cash provided by (used in) operating activities during the nine months ended September 30, 2023 and 2022, with a commentary of changes during the periods and known or anticipated future changes:

 

   September 30,
2023		   September 30,
2022		   $ Change 
Net Income (Loss)  $23,364   ($288,369)  $311,733 
                
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:               
Depreciation  $45,650   $46,073   $(423)
Stock based compensation  $7,777   $187,381   $(179,604)
Other  $-   $11,360   $(11,360)
   $53,427   $244,814   $(191,387)
                
Net Income (Loss) adjusted for non-cash items  $76,791   $(43,555)  $120,346 
Changes in working capital              
Accounts receivable  $(99,062)  $(54,462)  $(44,600)
Accounts payable and accrued liabilities  $(56,319)  $(38,227)  $(18,092)
Inventory  $44,135   $(71,381)  $115,516 
Prepaid expenses and net insurance financing repayments  $(3,941)  $(14,246)  $10,305 
Accrued interest (not paid in cash)  $72,981   $57,938   $15,043 
Changes in discontinued operations, net  $915   $(1,337)  $2,252 
   $(41,291)  $(121,715)  $80,424 
                
Cash provided by (used in) operating activities, adjusted for net insurance repayments  $35,500   $(165,270)  $200,770 

 

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The adjustments to reconcile net income (loss) to cash of $53,427 in the period have no impact on liquidity, and the change in net income (loss) of $120,346 is due to the increase in Vycor sales, as is the change in accounts receivable of $44,600.

 

Additional inventory of $37,118 was purchased during the nine months ended September 30, 2023 as part of normal production, and the Company anticipates purchasing additional new inventory of approximately $60,000 during the next twelve months.

 

Investing Activities. Cash used in investing activities for the nine months ended September 30, 2023 was $3,482 and consisted of the purchase of chin rests for patients in NovaVision.

 

Financing Activities. During the nine months ended September 30, 2023 the Company paid down insurance of $11,578.

 

Liquidity and Plan of Operations, Ability to Continue as a Going Concern

 

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss available to common stockholders of $301,006 for the nine months ended September 30, 2023 and since inception has not generated sufficient positive cash flows from operations, although did generate positive cash flows from operations for the nine months ended September 30, 2023. As of September 30, 2023 the Company had a working capital deficiency of $458,274, excluding related party liabilities of $2,947,050. These conditions, among others, raise substantial doubt regarding our ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

As described earlier in this ITEM 2 “Strategy”, the Company is executing on a plan to achieve a reduction in cash operating losses2, and generated cash operating income for the nine months ended September 30, 2023. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”), together with accrued interest of $460,798, which has a maturity date of December 31, 2023, having been extended on a number of occasions from its initial due date of June 11, 2011. At this time, it is not known whether any further extension of the note beyond December 31, 2023 will be available. However, the Company believes it may not have sufficient cash to meet its various cash needs through November 30, 2024 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. Fountainhead, the Company’s largest shareholder, has provided working capital funding to the Company on an as-needed basis, although there is no guarantee that this will continue to be the case. The Company may consider seeking additional equity or debt funding, although there is no assurance that this would be available on acceptable terms or at all. If adequate funds are not available, the Company may have to delay or curtail development or commercialization of products or cease some of its operations.

 

2 Operating Income or Loss before Depreciation, Amortization and non-cash Stock Compensation

 

Critical Accounting Policies and Estimates

 

A detailed description of our significant accounting policies can be found in our most recent Annual Report on Form 10-K for the year ended December 31, 2022.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Disclosure Controls and Procedures

 

We are required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

 

The Company’s management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our CEO and our CFO have concluded that a material weakness occurred as of April 1, 2021 with the resignation of the independent members of the Company’s Audit Committee as of that date. Effective that date, our disclosure and controls were no longer effective to ensure that information required to be disclosed by the Company in the reports its files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and its CFO, as appropriate, to allow timely decisions regarding required disclosure.

 

The matter involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were a lack of a functioning audit committee with independent members, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. This weakness occurred as of April 1, 2021 due to the resignation of the independent members of the Audit Committee from the Board of Directors effective as of April 1, 2021. As of November 13, 2023, this material weakness continues to exist.

 

Management believes that the material weakness set forth did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors, results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

(b) Changes in Internal Controls

 

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

 

22
 

 

PART II

 

ITEM 1. LEGAL PROCEEDINGS

 

We are subject from time to time to litigation, claims and suits arising in the ordinary course of business. As of November 13, 2023, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Issuance Type   Security   Shares
Consulting agreement fees: Ricardo Komotar   Common   101,663

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None

 

Index to Exhibits

 

31.1   Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

23
 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 13, 2023

 

  Vycor Medical, Inc.
  (Registrant)
 
  By: /s/ Peter C. Zachariou
    Peter C. Zachariou
    Chief Executive Officer and Director (Principal Executive Officer)
     
  Date November 13, 2023
     
  By: /s/ Adrian Liddell
    Adrian Liddell
    Chairman of the Board and Director
    (Principal Financial and Accounting Officer)
     
  Date November 13, 2023

 

24

 

 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

I, Peter C. Zachariou, certify that:

 

  1. I have reviewed this Form 10-Q for the period ended September 30, 2023 of Vycor Medical, Inc.;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:November 13, 2023  
   
/s/ Peter C. Zachariou  
Peter C. Zachariou  
Principal Executive Officer  

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

I, Adrian Liddell, certify that:

 

  1. I have reviewed this Form 10-Q for the period ended September 30, 2023 of Vycor Medical, Inc.;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2023  
   
/s/ Adrian Liddell  
Adrian Liddell  
Principal Financial Officer  

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Vycor Medical, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

 

The report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 13, 2023

 

  /s/ Peter C. Zachariou
  Peter C. Zachariou
  Principal Executive Officer

 

A signed original of this written statement required by Section 906 has been provided to VYCOR MEDICAL, INC. and will be retained by VYCOR MEDICAL, INC. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Vycor Medical, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

 

The report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 13, 2023

 

  /s/ Adrian Liddell
  Adrian Liddell
  Principal Accounting Officer

 

A signed original of this written statement required by Section 906 has been provided to VYCOR MEDICAL, INC. and will be retained by VYCOR MEDICAL, INC. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

v3.23.3
Cover - shares
 9 Months Ended
Sep. 30, 2023
Nov. 13, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 001-34932  
Entity Registrant Name VYCOR MEDICAL, INC.  
Entity Central Index Key 0001424768  
Entity Tax Identification Number 20-3369218  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 951 Broken Sound Parkway  
Entity Address, Address Line Two Suite 320  
Entity Address, City or Town Boca Raton  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33487  
City Area Code (561)  
Local Phone Number 558-2020  
Title of 12(b) Security Common Stock  
Trading Symbol VYCO  
Entity Current Reporting Status Yes  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   32,628,835
v3.23.3
Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Current Assets    
Cash $ 69,055 $ 37,035
Trade accounts receivable 255,266 156,204
Inventory 204,739 248,874
Prepaid expenses and other current assets 95,932 74,438
Current assets of discontinued operations 896 1,212
Total Current Assets 625,888 517,763
Fixed assets, net 261,602 303,770
Intangible and Other assets:    
Security deposits 6,000 6,000
Operating lease - right of use assets 160,979 32,645
Total Intangible and Other assets 166,979 38,645
TOTAL ASSETS 1,054,469 860,178
Current Liabilities    
Accounts payable 113,729 200,044
Current operating lease liabilities 44,759 29,591
Current liabilities of discontinued operations (800) (1,399)
Total Current Liabilities 4,031,212 3,654,796
Long term lease liabilities 111,922
Loan Payable - SBA EIDL 143,756 146,253
Total Liabilities 4,286,890 3,801,049
STOCKHOLDERS’ DEFICIENCY    
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 270,307 and 270,307 issued and outstanding as at September 30, 2023 and December 31, 2022 respectively 27 27
Common Stock, $0.0001 par value, 55,000,000 shares authorized at September 30, 2023 and December 31, 2022, 32,732,169 and 32,630,506 shares issued and 32,628,835 and 32,527,172 outstanding at September 30, 2023 and December 31, 2022 respectively 3,273 3,263
Additional Paid-in Capital 29,365,070 29,355,626
Treasury Stock (103,334 shares of Common Stock as at September 30, 2023 and December 31, 2022 respectively, at cost) (1,033) (1,033)
Accumulated Deficit (32,727,435) (32,426,429)
Accumulated Other Comprehensive Income (Loss) 127,677 127,675
Total Stockholders’ Deficiency (3,232,421) (2,940,871)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY 1,054,469 860,178
Nonrelated Party [Member]    
Current Liabilities    
Accrued interest 460,798 424,897
Accrued liabilities 126,890 91,352
Notes payable 338,786 324,711
Related Party [Member]    
Current Liabilities    
Accrued interest 183,087 146,007
Accrued liabilities 2,270,590 1,946,220
Notes payable $ 493,373 $ 493,373
v3.23.3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 270,307 270,307
Preferred stock, shares outstanding 270,307 270,307
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 55,000,000 55,000,000
Common stock, shares issued 32,732,169 32,630,506
Common stock, shares outstanding 32,628,835 32,527,172
Treasury stock, common shares 103,334 103,334
v3.23.3
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
$ / shares
shares
Sep. 30, 2022
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
$ / shares
shares
Sep. 30, 2022
USD ($)
$ / shares
shares
Defined Benefit Plan Disclosure [Line Items]        
Revenue $ 308,593 $ 309,969 $ 1,152,355 $ 951,725
Cost of Goods Sold 32,334 42,199 102,930 103,493
Gross Profit 276,259 267,770 1,049,425 848,232
Operating Expenses:        
Research and development 7,250 20,308
Depreciation and amortization 14,377 14,559 43,126 43,857
Selling, general and administrative 280,113 341,256 881,744 1,019,693
Total Operating expenses 301,740 355,815 945,178 1,063,550
Operating income (loss) (25,481) (88,045) 104,247 (215,318)
Other Income (Expense)        
Loss on foreign currency exchange (78) (405) (209) (1,065)
Total Other Income (expense) (25,998) (24,267) (77,366) (68,517)
Income (Loss) Before Provision for Income Taxes (51,479) (112,312) 26,881 (283,835)
Provision for income taxes
Net Income (Loss) from continuing operations (51,479) (112,312) 26,881 (283,835)
Loss from discontinued operations (425) (2,495) (3,517) (4,534)
Net Income (Loss) (51,904) (114,807) 23,364 (288,369)
Preferred stock dividends (162,185) (162,185) (324,370) (324,370)
Net Loss Available to Common Stockholders (214,089) (276,992) (301,006) (612,739)
Other Comprehensive Income (Loss)        
Foreign Currency Translation Adjustment 1 2 1
Comprehensive Income (Loss) $ (51,904) $ (114,806) $ 23,366 $ (288,368)
Net Income (Loss) Per Share - basic and diluted:        
Net Loss from continuing operations, basic | $ / shares $ (0.00) $ (0.00) $ 0.00 $ (0.01)
Net Loss from continuing operations, diluted | $ / shares (0.00) (0.00) 0.00 (0.01)
Loss from discontinued operations, basic | $ / shares (0.00) (0.00) (0.00) (0.00)
Loss from discontinued operations, diluted | $ / shares (0.00) (0.00) (0.00) (0.00)
Net Loss available to common stockholders, basic | $ / shares (0.01) (0.01) (0.01) (0.02)
Net Loss available to common stockholders, diluted | $ / shares $ (0.01) $ (0.01) $ (0.01) $ (0.02)
Weighted Average Number of Shares Outstanding - Basic | shares 32,628,835 31,997,281 32,595,320 31,432,040
Weighted Average Number of Shares Outstanding - Diluted | shares 32,628,835 31,997,281 32,595,320 31,432,040
Related Party [Member]        
Other Income (Expense)        
Interest expense: $ (12,436) $ (10,351) $ (37,080) $ (28,257)
Nonrelated Party [Member]        
Other Income (Expense)        
Interest expense: $ (13,484) $ (13,511) $ (40,077) $ (39,195)
v3.23.3
Consolidated Statement of Stockholders' Deficiency (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Balance , value $ (3,018,332) $ (2,599,297) $ (2,940,871) $ 2,395,213
Comprehensive Income (Loss) 1 2 1
Issuance of stock for board and consulting fees   56,786 9,454 176,250
Issuance of stock for consulting fees       12,199
Net loss for nine months ended September 30, 2022 (214,089) (276,992) (301,006) (612,739)
Balance , value (3,232,421) (2,819,502) (3,232,421) (2,819,502)
Common Stock [Member]        
Balance , value $ 3,273 $ 3,209 $ 3,263 $ 3,092
Balance, shares 32,732,169 32,094,792 32,630,506 30,921,701
Issuance of stock for board and consulting fees   $ 54 $ 10 $ 161
Issuance of stock for board and consulting fees, shares   535,714 101,663 1,607,142
Issuance of stock for consulting fees       $ 10
Issuance of stock for consulting fees, shares       101,663
Net loss for nine months ended September 30, 2022      
Balance , value $ 3,273 $ 3,263 $ 3,273 $ 3,263
Balance, shares 32,732,169 32,630,506 32,732,169 32,630,506
Preferred Stock [Member] | Series C Preferred Stock [Member]        
Balance , value $ 0 $ 0 $ 0 $ 0
Balance, shares 1 1 1 1
Issuance of stock for board and consulting fees      
Net loss for nine months ended September 30, 2022
Balance , value $ 0 $ 0 $ 0 $ 0
Balance, shares 1 1 1 1
Preferred Stock [Member] | Series D Preferred Stock [Member]        
Balance , value $ 27 $ 27 $ 27 $ 27
Balance, shares 270,306 270,306 270,306 270,306
Net loss for nine months ended September 30, 2022
Balance , value $ 27 $ 27 $ 27 $ 27
Balance, shares 270,306 270,306 270,306 270,306
Treasury Stock, Common [Member]        
Balance , value $ (1,033) $ (1,033) $ (1,033) $ (1,033)
Balance, shares (103,334) (103,334) (103,334) (103,334)
Net loss for nine months ended September 30, 2022
Balance , value $ (1,033) $ (1,033) $ (1,033) $ (1,033)
Balance, shares (103,334) (103,334) (103,334) (103,334)
Additional Paid-in Capital [Member]        
Balance , value $ 29,365,070 $ 29,303,715 $ 29,355,626 $ 29,172,169
Issuance of stock for board and consulting fees   56,732 9,444 176,089
Issuance of stock for consulting fees       12,189
Net loss for nine months ended September 30, 2022      
Balance , value 29,365,070 29,360,447 29,365,070 29,360,447
Retained Earnings [Member]        
Balance , value (32,513,346) (32,032,889) (32,426,429) (31,697,142)
Net loss for nine months ended September 30, 2022 (214,089) (276,992) (301,006) (612,739)
Balance , value (32,727,435) (32,309,881) (32,727,435) (32,309,881)
AOCI Attributable to Parent [Member]        
Balance , value 127,677 127,674 127,675 127,674
Comprehensive Income (Loss) 1 2 1
Balance , value $ 127,677 $ 127,675 $ 127,677 $ 127,675
v3.23.3
Consolidated Statement of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net Income (Loss) $ 23,364 $ (288,369)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:    
Depreciation of fixed assets 45,650 46,073
Inventory provision 11,360
Stock based compensation 7,777 187,381
Changes in assets and liabilities:    
Accounts receivable (99,062) (54,462)
Inventory 44,135 (71,381)
Prepaid expenses (15,519) (32,638)
Accrued interest - Related Party 37,080 28,257
Accrued interest – Other 35,901 29,681
Accounts payable (86,315) (8,713)
Accrued liabilities - Other 29,996 (29,514)
Changes in discontinued operations, net 915 (1,337)
Cash provided by (used in) in operating activities 23,922 (183,662)
Cash flows from investing activities:    
Purchase of fixed assets (3,482) (3,102)
Cash used in investing activities (3,482) (3,102)
Cash flows from financing activities:    
Proceeds from Notes Payable - Related Party 110,000
Proceeds net of Repayments - Notes Payable - Other 11,578 18,392
Cash provided by financing activities 11,578 128,392
Effect of exchange rate changes on cash 2 1
Net increase (decrease) in cash 32,020 (58,371)
Cash at beginning of period 37,035 90,941
Cash at end of period 69,055 32,570
Supplemental Disclosures of Cash Flow information:    
Cash paid for interest 4,176 6,579
Cash paid for income tax $ 0 $ 0
v3.23.3
BASIS OF PRESENTATION
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements of Vycor Medical, Inc. (the “Company” or “Vycor”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Commission. In accordance with those rules and regulations certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2022 derives from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

The unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2023 and 2022, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Certain prior period amounts on the unaudited consolidated financial statements have been reclassified to conform to the current period presentation.

 

Ability to continue as a Going Concern

 

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss available to common stockholders of $301,006 for the nine months ended September 30, 2023 and since inception has not generated sufficient positive cash flows from operations, although did generate positive cash flows from operations for the nine months ended September 30, 2023. As of September 30, 2023 the Company had a working capital deficiency of $458,274, excluding related party liabilities of $2,947,050. These conditions, among others, raise substantial doubt regarding our ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

The Company is executing on a plan to achieve a reduction in cash operating losses. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”), together with accrued interest of $460,798 which has a maturity date of December 31, 2023, having been extended on a number of occasions from its initial due date of June 11, 2011. At this time, it is not known whether any further extension of the note beyond December 31, 2023 will be available. However, the Company believes it may not have sufficient cash to meet its various cash needs through November 30, 2024 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. Fountainhead Capital Management Limited (“Fountainhead”), the Company’s largest shareholder, has provided working capital funding to the Company on an as-needed basis, although there is no guarantee that this will continue to be the case. The Company may consider seeking additional equity or debt funding, although there is no assurance that this would be available on acceptable terms or at all. If adequate funds are not available, the Company may have to delay or curtail development or commercialization of products, or cease some of its operations.

 
v3.23.3
SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The unaudited consolidated financial statements include the accounts of Vycor Medical, Inc., and its wholly-owned subsidiaries, NovaVision, Inc. (a Delaware corporation), NovaVision GmbH (a German corporation) and Sight Science Limited (a UK corporation), both wholly owned subsidiaries of NovaVision, Inc. The Company is headquartered in Boca Raton, FL. All material inter-company account balances, transactions, and profits have been eliminated in consolidation. Following the decision in April 2020 to close the German office of NovaVision, the activities of NovaVision GmbH have been accounted for as discontinued operations.

 

 

Recent Accounting Pronouncements

 

From time-to-time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

 

Revenue Recognition

 

On January 1, 2018, the Company adopted the new accounting standard, ASC 606, Revenue from Contracts with Customers and all the related amendments (new revenue standard) to all contracts. The adoption of the new accounting standard had no impact on company’s consolidated financial statements.

 

Vycor Medical generates revenue from the sale of its surgical access system to hospitals and other medical professionals. Vycor Medical records revenue from product sales when obligations under the terms of a contract with customers are satisfied. Generally, this occurs with the transfer of control of the goods to customers. Vycor Medical does not provide for product returns or warranty costs.

 

Vycor determines revenue recognition through the following steps:

 

  ● Identification of the contract, or contracts, with a customer
     
  ● Identification of the performance obligations in the contract
     
  ● Determination of the transaction price
     
  ● Allocation of the transaction price to the performance obligations in the contract
     
  ● Recognition of revenue when Vycor satisfy a performance obligation

 

NovaVision generates revenues from various programs, therapy services and other sources such as software license sales. Therapy services revenues represent fees from NovaVision’s vision restoration therapy software, eye movement training software, diagnostic software, clinic set up and training fees, and the professional and support services associated with the therapy. NovaVision provides vision restoration therapy directly to patients. The typical therapy program consists of NeuroEyeCoach, performed over 2-4 weeks, and six modules of Vision Restoration Therapy, performed over 6 months. A patient contract comprises set-up fees and monthly therapy fees. Set-up fees are recognized at the outset of the contract and therapy revenue is recognized ratably over the therapy period. Patient therapy is restricted to being completed by a patient within a specified time frame.

 

Deferred revenue results from patients paying for the therapy in advance of receiving the therapy.

 

The Company disaggregates its revenue by division – Vycor and NovaVision – and by geography – United States and Europe – and presents the disaggregation in Note 6.

 

Net Income (Loss) Per Share

 

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock and convertible debt. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share.

 

 

The following table sets forth the potential shares of common stock that are included in the calculation of diluted net income per share where a net income is reported:

 

  

September 30,
2023

 

September 30,
2022

Debentures convertible into common stock   3,622,848    3,394,276 
Preferred shares convertible into common stock   1,272,052    1,272,052 
Total   4,894,900    4,666,328 

 
v3.23.3
DISCONTINUED OPERATIONS
 9 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS

3. DISCONTINUED OPERATIONS

 

In April 2020, the board of Vycor took the decision to close the German operations of NovaVision, including the German office and NovaVision GmbH, and instead migrate to a licensed business model; effective July 1, 2020 ,Vycor entered into a license agreement with a German-based partner. The NovaVision German office was closed effective June 30, 2020. The Company will continue to fund the remaining expenses of the German operations, which are non-material, until such a time as NovaVision GmbH will be formally wound up.

 

Reconciliation of the major line items from discontinued operations that are presented in the unaudited consolidated balance sheets and unaudited consolidated statements of comprehensive income (loss) are as follows:

 

Major line items constituting assets and liabilities in the unaudited consolidated balance sheets

 

   September 30,
2023		   December 31,
2022		 
ASSETS          
Current Assets          
Cash  $896   $1,212 
Total Current Assets   896    1,212 
           
TOTAL ASSETS  $896   $1,212 
           
LIABILITIES          
Current Liabilities          
Accounts payable  $4   $693 
Other current liabilities   (804)   (2,092)
Total Current Liabilities  $(800)  $(1,399)

 

 

Major line items constituting loss from discontinued operations

 

   2023   2022   2023   2022 
   For the three months ended
September 30,		   For the nine months ended
September 30,		 
   2023   2022   2023   2022 
                 
Revenue  $-   $-   $-   $- 
Cost of Goods Sold   -    -    -    - 
Gross Profit   -    -    -    - 
                     
Operating Expenses:                    
Selling, general and administrative   425    2,420    3,365    4,413 
Total Operating expenses   425    2,420    3,365    4,413 
Operating Loss   (425)   (2,420)   (3,365)   (4,413)
                     
Other Income (Expense)                    
Loss on foreign currency exchange   -    (75)   (152)   (121)
Total Other Income (Expense)   -    (75)   (152)   (121)
                     
Loss Before Provision for Income Taxes   (425)   (2,495)   (3,517)   (4,534)
Provision for income taxes   -    -    -    - 
Loss from discontinued operations, net of tax  $(425)  $(2,495)  $(3,517)  $(4,534)

 
v3.23.3
NOTES PAYABLE
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
NOTES PAYABLE

4. NOTES PAYABLE

 

Related Parties Notes Payable

 

Related Party Notes Payable consists of:

 

   September 30,
2023		   December 31,
2022		 
         
On June 25, 2018 the Company issued promissory notes to Peter Zachariou for $30,000. The notes bear interest at 10% per annum and are payable on the earlier of one year or five days following the delivery of written demand for payment by the Payee. The note was extended for another twelve months on its due date to June 25, 2024 or on demand by the Payee.  $30,000   $30,000 
Between March 26, 2018 and November 17, 2022 the Company issued fifteen promissory notes to Fountainhead Capital Management Limited for $463,373. The notes bear interest at 10% per annum and are payable on the earlier of one year or five days following the delivery of written demand for payment by the Payee. All of the notes were extended on their due dates for another twelve months. The Notes will be due between December 2023 and November 2024 or on demand by the Payee.   463,373    463,373 
Total Related Party Notes Payable  $493,373   $493,373 

 

 

Other Notes Payable

 

Other Notes Payable consists of:

 

   September 30,
2023		   December 31,
2022		 
On March 25, 2011 the Company issued a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”). The term note bears interest at 16% per annum and was due June 25, 2011, and has been extended on a number of occasions. On the note’s most recent due date, the note was amended and extended to December 31, 2023. See further note below.  $300,000   $300,000 
Current portion of Long-Term Notes payable, see below   3,313    3,222 
Insurance policy finance agreements.   35,473    21,489 
Total Notes Payable:  $338,786   $324,711 

 

Long-Term Notes Payable consists of:

 

   September 30,
2023		   December 31,
2022		 
On July 7, 2020, the Company was advised that the Small Business Administration (SBA) had approved a $150,000 loan under the Economic Injury Disaster Loan Program pursuant to the Coronavirus Aid, Relief and Economic Security (CARES) Act (“Loan”). The Loan, evidenced by a promissory note dated July 7, 2020, has a term of thirty (30) years, bears interest at a fixed rate of three and three-quarters percent (3.75%) per annum, with monthly payments in the amount of $731.00 per month commencing July 7, 2021 and is secured by essentially all of the assets of the Company. The proceeds of the Loan have been used for general working capital purposes to alleviate economic injury caused by disaster occurring in the month of January 2020 and continuing thereafter.  $143,756   $146,253 
Total Long-Term Notes Payable:  $143,756   $146,253 

 

In January 2018 the Company entered into an amendment agreement (the “Amendment”) with EuroAmerican Investments (“EuroAmerican”) regarding its $300,000 loan note (the “Note”). Under the Amendment, the Note was extended and the conversion terms of the Note were reduced to $0.21, the same as the offering price of the 2018 Offering. Conversion of the Note and accrued interest would result in the issuance of 3,622,848 shares of Common Stock as of September 30, 2023. Notwithstanding, EuroAmerican agreed that the Note could not be converted without first offering the Company the right to redeem the Note at principal and accrued interest, and secondly Fountainhead the right to purchase the Note, which cannot be converted prior to such offer and the failure of the Company and Fountainhead to exercise such option in accordance with the amendment terms. The amendment was recognized as a modification, based on the guidance in ASC 470-50.

 

The Company routinely finances all their insurance policies through a third-party finance company which requires a down payment and subsequent monthly payments, the time periods vary from 10 months to 12 equal monthly payments.

 
v3.23.3
LEASE
 9 Months Ended
Sep. 30, 2023
Lease  
LEASE

5. LEASE

 

The Company recognized the following related to a lease in its unaudited consolidated balance sheet at September 30, 2023 and December 31, 2022:

 

   September 30
2023		   December 31,
2022		 
         
Operating Lease ROU Assets  $160,979   $32,645 
Operating Lease ROU Assets  $160,979   $32,645 
           
Operating Lease Liabilities          
Current portion  $44,759   $29,591 
Long-term portion   111,922    - 
Operating Lease Liabilities  $156,681   $29,591 

 

 
v3.23.3
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION
 9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION

6. SEGMENT REPORTING, GEOGRAPHICAL INFORMATION

 

(a) Business segments

 

The Company operates in two business segments: Vycor Medical, which focuses on devices for neurosurgery; and NovaVision, which focuses on neuro stimulation therapies and diagnostic devices for the treatment and screening of vision field loss and which includes Sight Science. Discontinued operations were part of NovaVision and revenues and assets were in Europe; see Note 3. Set out below are the revenues, gross profits and total assets for each segment:

 

   2023   2022   2023   2022 
   Three Months Ended
September 30,		   Nine Months Ended
September 30,		 
   2023   2022   2023   2022 
Revenue:                    
Vycor Medical  $287,559   $289,706   $1,087,758   $875,785 
NovaVision  $21,034   $20,263   $64,597   $75,940 
 Revenue  $308,593   $309,969   $1,152,355   $951,725 
Gross Profit                    
Vycor Medical  $256,435   $249,141   $989,288   $777,963 
NovaVision  $19,824   $18,629   $60,137   $70,269 
 Gross Profit  $276,259   $267,770   $1,049,425   $848,232 
                     
Operating Income (Loss)                    
Vycor Medical  $60,373   $65,042   $366,360   $238,751 
NovaVision  $(41,868)  $(69,557)  $(146,592)  $(169,051)
Corporate  $(43,986)  $(83,530)  $(115,521)  $(285,018)
 Operating Income (Loss)  $(25,481)  $(88,045)  $(104,247)  $(215,318)

 

   September 30,   December 31, 
   2023   2022 
Total Assets:          
Vycor Medical  $1,004,421   $822,174 
NovaVision   49,152    36,792 
Discontinued operations   896    1,212 
Total Assets  $1,054,469   $860,178 

 

 

(b) Geographic information

 

The Company operates in two geographic segments, the United States and Europe. Discontinued operations were part of NovaVision and revenues and assets were in Europe; see Note 3. Set out below are the revenues, gross profits and total assets for each segment.

 

   2023   2022   2023   2022 
   Three Months Ended
September 30,		   Nine Months Ended
September 30,		 
   2023   2022   2023   2022 
Revenue:                    
United States  $306,929   $308,368   $1,147,054   $944,480 
Europe  $1,664   $1,601   $5,301   $7,245 
 Revenue  $308,593   $309,969   $1,152,355   $951,725 
Gross Profit                    
United States  $274,620   $266,168   $1,044,223   $841,012 
Europe  $1,639   $1,602   $5,202   $7,220 
 Gross Profit  $276,259   $267,770   $1,049,425   $848,232 
Operating Income (Loss)                    
United States  $(19,758)  $(82,645)  $119,088   $(203,415)
Europe  $(5,723)  $(5,400)  $(14,841)  $(11,903)
 Operating Income (Loss)  $(25,481)  $(88,045)  $104,247   $(215,318)

 

   September 30,   December 31, 
   2023   2022 
Total Assets:          
United States  $1,046,219   $854,236 
Europe   7,354    4,730 
Discontinued operations   896    1,212 
Total Assets  $1,054,469   $860,178 

 
v3.23.3
EQUITY
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
EQUITY

7. EQUITY

 

Equity Transactions

 

During January to September 2023 and 2022, under the terms of the Consulting Agreement referred to in Note 10, the Company issued 0 and 1,607,142 of Common Stock to Fountainhead valued at $0 and $176,250, respectively.

 

On April 1, 2023 and April 1, 2022 the Company issued 101,663 shares of Common Stock to Ricardo Komotar (RJK Consulting), a consultant, in accordance with the terms of a consulting agreement.

 

 

Equity Classes

 

Our authorized capital stock consists of 55,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share, the rights and preferences of which may be established from time to time by our board. As of November 13, 2023, there were 32,628,835 shares of common stock, one (1) share of Series C Preferred Stock and 270,306 shares of Series D Preferred Stock outstanding.

 

Holders of our common stock are entitled to one vote for each share on all matters voted upon by our stockholders, including the election of directors, and do not have cumulative voting rights. Subject to the rights of holders of any then outstanding shares of our preferred stock, our common stockholders are entitled to any dividends that may be declared by our board. Holders of our common stock are entitled to share ratably in our net assets upon our dissolution or liquidation after payment or provision for all liabilities and any preferential liquidation rights of our preferred stock then outstanding. Holders of our common stock have no preemptive rights to purchase shares of our stock. The shares of our common stock are not subject to any redemption provisions and are not convertible into any other shares of our capital stock. All outstanding shares of our common stock are, and the shares of common stock to be issued in the offering will be, upon payment therefor, fully paid and non-assessable. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future.

 

Series C Convertible Preferred Stock shares (“Preferred C Stock”) are convertible (at the Holder’s option or mandatorily upon the occurrence of certain events) into 14,815 shares of the Company’s Common Stock (at $3.75 per share). The Preferred C Stock carries no dividend or other rights.

 

Series D Convertible Preferred shares (“Preferred D Stock”) are convertible into Company Common Shares at a price of $2.15. The Series D carry a cumulative preferred dividend of 12% per annum, payable in cash. The Company is able to redeem the Series D at par at any time, at its sole option.

 
v3.23.3
STOCK-BASED COMPENSATION
 9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION

8. STOCK-BASED COMPENSATION

 

The Company from time-to-time issues common stock, stock options or common stock warrants to acquire services or goods from non-employees. Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, which is measured as of the “measurement date” using an option pricing model, or their contractual value if different in the case of common stock. The “measurement date” for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant.

 

Non-Employee Stock Compensation

 

Aggregate stock-based compensation for stock granted to non-employees for each of the nine months ended September 30, 2023 and 2022 was $7,777 and $187,381, respectively.

 
v3.23.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

9. COMMITMENTS AND CONTINGENCIES

 

Lease

 

The Company leases office space located at 951 Broken Sound Parkway, Suite 320, Boca Raton, FL 33487 from WPT Land 2 L.P., for a gross rent of approximately $4,300 per month, plus other charges of approximately $3,000 per month. The lease terminated on August 31, 2023 and has been extended for a further three years and four months to December 31, 2026. Rent expense for the nine months ended September 30, 2023 and 2022 was $53,535 and $58,666 respectively. See Note 5.

 

Potential German tax liability

 

In June 2012 the Company’s NovaVision German subsidiary received a preliminary assessment for Magdeburg City trade tax of €75,000 (approximately $82,000), with an additional interest charge of €12,000 (approximately $13,200). This assessment is for the 2010 fiscal year and relates to the Company’s acquisition of the assets of the former NovaVision, Inc. An initial assessment for corporate tax for the same period was preliminarily reduced to zero. The Company did not accept this trade tax assessment and appealed against it to the relevant tax authorities with a view to its reduction. The relevant tax authorities agreed to suspend the assessment pending the outcome of certain court hearings and proposed tax legislation, and the Company agreed to make monthly payments on account totaling €75,000 (approximately $82,000) which were completed in October 2016 and fully expensed. At that time the Company appealed against the interest charge of €12,000 (approximately $13,200) which the tax authorities did not accept but also agreed to suspend pending the outcome of the hearings and proposed legislation outlined above. Accordingly, the Company has made no provision for this liability in the nine months ended September 30, 2023 and the year ended December 31, 2022 respectively. The Company is in the process of winding down the entity, as disclosed in Note 3.

 

 
v3.23.3
CONSULTING AND OTHER AGREEMENTS
 9 Months Ended
Sep. 30, 2023
Consulting And Other Agreements  
CONSULTING AND OTHER AGREEMENTS

10. CONSULTING AND OTHER AGREEMENTS

 

The following agreements were entered into or remained in force during the periods ended September 30, 2023 and 2022:

 

Consulting Agreement with Fountainhead

 

In March 2017 and effective April 1, 2017, the Company amended the Fountainhead Consulting Agreement. Under the Amended Agreement, fees of $450,000 were payable to Fountainhead in Company Common Stock issued at the higher of $0.21 and the average price for the 30 days prior to issuance, and deliverable at the end of each fiscal quarter. This was amended slightly effective January 1, 2021 (“the Amended Agreement”). Under the Amended Agreement, fees are payable to Fountainhead in Company Common Stock (“Shares”) as follows: 1) 535,714 Shares on the last day of each quarter; or 2) if the average closing price of the Shares for the 30 trading days prior to issuance is above $0.21, a number of Shares calculated by dividing $112,500 by the average closing price of the Shares for the 30 trading days prior to issuance. Under the terms of the Amended Agreement, Fountainhead continued to provide the executive management team of the Company, including the positions of CEO, President and CFO, whose employment agreements with the Company stipulate they receive no remuneration from the Company.

 

Effective October 1, 2022 the Amended Agreement was terminated by Fountainhead and the Company by mutual agreement. Effective the same date the Company entered into revised employment agreements with Peter Zachariou, David Cantor and Adrian Liddell under which they would continue as CEO, President and CFO respectively as individuals and not as representatives of Fountainhead; there is no compensation payable under the employment agreements.

 

During the nine months ended September 30, 2023 and 2022 the Company issued 0 and 1,607,142 shares of Company Common Stock, valued at $0 and $176,250, respectively.

 

Other Agreements

 

On March 30, 2021, Vycor entered into a Consulting Agreement with Ricardo J. Komotar, M.D. (the “Agreement”) to provide certain specified services over the three-year term of the Agreement. Under the Agreement, Dr. Komotar will provide general scientific advisory consultancy services, and will also provide scientific advisory services based around certain specific pre-determined milestones. In consideration of the Consultant’s services, the Company agreed to deliver to the Consultant over the course of the three-year term, a total of 304,989 shares of Company Common Stock in respect of the general consultancy, and up to 1,219,957 shares of Company Common Stock in respect of the milestones, the actual number of shares to be delivered being determined by the achievement of the pre-determined milestones. On April 1, 2023 and 2022 101,663 shares of Company Common Stock were issued under the terms of the Agreement.

 
v3.23.3
RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

11. RELATED PARTY TRANSACTIONS

 

Peter Zachariou and David Cantor, directors of the Company, are investment managers of Fountainhead that owned, at September 30, 2023, 62.3% of the Company’s Common Stock and 69.7% of the Company’s Series D Preferred Stock. Peter Zachariou owns 0.15% of the Company’s Common Stock and 25.7% of the Company’s Series D Preferred Stock. Adrian Liddell, Chairman is a consultant to Fountainhead.

 

During the nine months ended September 30, 2023 and September 30, 2022, under the terms of the Amended Agreement referred to in Note 10, the Company issued 0 and 1,607,142 shares of Common Stock to Fountainhead valued at $0 and $176,250, respectively.

 

During each of the nine months ended September 30, 2023 and 2022, the Company accrued an aggregate of $324,370 of Preferred D Stock dividends, of which $226,037 was regarding Fountainhead and $83,386 was regarding Peter Zachariou. Total accrued Preferred D Stock dividends at September 30, 2023 and 2022 was $2,270,590 and $1,946,220, respectively, of which $1,582,260 and $1,356,224, respectively, was regarding Fountainhead and $583,701 and $500,315, respectively, was regarding Peter Zachariou.

 

During the nine months ended September 30, 2023 and 2022 the Company issued unsecured loan notes to Fountainhead for a total of $0 and $110,000, respectively. The loan notes bear interest at a rate of 10% and are due on demand or by their one-year anniversary (see Note 4).

 

During the nine months ended September 30, 2023 and 2022 the Company accrued interest on related party loans of $37,080 and $28,257 respectively.

 

 
v3.23.3
CONCENTRATION
 9 Months Ended
Sep. 30, 2023
Risks and Uncertainties [Abstract]  
CONCENTRATION

12. CONCENTRATION

 

Vycor Medical sells its neurosurgical devices in the US primarily direct to hospitals, and internationally through distributors who in turn sell to hospitals.

 

Sales Concentration:

 

   Three Months Ended
September 30,		 
   2023   2022 
         
Number of customers over 10%   1    1 
Percentage of sales   16%   10%

 

   Nine months Ended
September 30,		 
   2023   2022 
         
Number of customers over 10%   1    - 
Percentage of sales   12%   0%

 

Accounts Receivable Concentration

 

   At
September 30,		   At
December 31,		 
   2023   2022 
         
Number of customers over 10%   2    1 
Percentage of accounts receivable   11, 10%   13%

 

The Company has three sub-contract manufacturers from which it purchases, respectively, VBAS injection molded parts, completed and sterilized VBAS units, and VBAS extension arms. Purchases from these manufacturers vary from quarter to quarter, with no purchases in some quarters, however on an annual basis purchases from each manufacturer represent over 10% of total annual purchases.

 
v3.23.3
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS

 

The Company has evaluated the existence of events and transactions subsequent to the balance sheet date through the date the unaudited consolidated financial statements were issued and has determined that there were no significant subsequent events or transactions which would require recognition or disclosure in the financial statements.
v3.23.3
SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

The unaudited consolidated financial statements include the accounts of Vycor Medical, Inc., and its wholly-owned subsidiaries, NovaVision, Inc. (a Delaware corporation), NovaVision GmbH (a German corporation) and Sight Science Limited (a UK corporation), both wholly owned subsidiaries of NovaVision, Inc. The Company is headquartered in Boca Raton, FL. All material inter-company account balances, transactions, and profits have been eliminated in consolidation. Following the decision in April 2020 to close the German office of NovaVision, the activities of NovaVision GmbH have been accounted for as discontinued operations.

 

 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

From time-to-time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

 
Revenue Recognition

Revenue Recognition

 

On January 1, 2018, the Company adopted the new accounting standard, ASC 606, Revenue from Contracts with Customers and all the related amendments (new revenue standard) to all contracts. The adoption of the new accounting standard had no impact on company’s consolidated financial statements.

 

Vycor Medical generates revenue from the sale of its surgical access system to hospitals and other medical professionals. Vycor Medical records revenue from product sales when obligations under the terms of a contract with customers are satisfied. Generally, this occurs with the transfer of control of the goods to customers. Vycor Medical does not provide for product returns or warranty costs.

 

Vycor determines revenue recognition through the following steps:

 

  ● Identification of the contract, or contracts, with a customer
     
  ● Identification of the performance obligations in the contract
     
  ● Determination of the transaction price
     
  ● Allocation of the transaction price to the performance obligations in the contract
     
  ● Recognition of revenue when Vycor satisfy a performance obligation

 

NovaVision generates revenues from various programs, therapy services and other sources such as software license sales. Therapy services revenues represent fees from NovaVision’s vision restoration therapy software, eye movement training software, diagnostic software, clinic set up and training fees, and the professional and support services associated with the therapy. NovaVision provides vision restoration therapy directly to patients. The typical therapy program consists of NeuroEyeCoach, performed over 2-4 weeks, and six modules of Vision Restoration Therapy, performed over 6 months. A patient contract comprises set-up fees and monthly therapy fees. Set-up fees are recognized at the outset of the contract and therapy revenue is recognized ratably over the therapy period. Patient therapy is restricted to being completed by a patient within a specified time frame.

 

Deferred revenue results from patients paying for the therapy in advance of receiving the therapy.

 

The Company disaggregates its revenue by division – Vycor and NovaVision – and by geography – United States and Europe – and presents the disaggregation in Note 6.

 
Net Income (Loss) Per Share

Net Income (Loss) Per Share

 

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock and convertible debt. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share.

 

 

The following table sets forth the potential shares of common stock that are included in the calculation of diluted net income per share where a net income is reported:

 

  

September 30,
2023

 

September 30,
2022

Debentures convertible into common stock   3,622,848    3,394,276 
Preferred shares convertible into common stock   1,272,052    1,272,052 
Total   4,894,900    4,666,328 

 
v3.23.3
SIGNIFICANT ACCOUNTING POLICIES (Tables)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF COMMON STOCK NOT INCLUDED IN CALCULATION OF DILUTED NET LOSS PER SHARE

The following table sets forth the potential shares of common stock that are included in the calculation of diluted net income per share where a net income is reported:

 

  

September 30,
2023

 

September 30,
2022

Debentures convertible into common stock   3,622,848    3,394,276 
Preferred shares convertible into common stock   1,272,052    1,272,052 
Total   4,894,900    4,666,328 
v3.23.3
DISCONTINUED OPERATIONS (Tables)
 9 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
SCHEDULE OF DISCONTINUED OPERATIONS

Reconciliation of the major line items from discontinued operations that are presented in the unaudited consolidated balance sheets and unaudited consolidated statements of comprehensive income (loss) are as follows:

 

Major line items constituting assets and liabilities in the unaudited consolidated balance sheets

 

   September 30,
2023		   December 31,
2022		 
ASSETS          
Current Assets          
Cash  $896   $1,212 
Total Current Assets   896    1,212 
           
TOTAL ASSETS  $896   $1,212 
           
LIABILITIES          
Current Liabilities          
Accounts payable  $4   $693 
Other current liabilities   (804)   (2,092)
Total Current Liabilities  $(800)  $(1,399)

 

 

Major line items constituting loss from discontinued operations

 

   2023   2022   2023   2022 
   For the three months ended
September 30,		   For the nine months ended
September 30,		 
   2023   2022   2023   2022 
                 
Revenue  $-   $-   $-   $- 
Cost of Goods Sold   -    -    -    - 
Gross Profit   -    -    -    - 
                     
Operating Expenses:                    
Selling, general and administrative   425    2,420    3,365    4,413 
Total Operating expenses   425    2,420    3,365    4,413 
Operating Loss   (425)   (2,420)   (3,365)   (4,413)
                     
Other Income (Expense)                    
Loss on foreign currency exchange   -    (75)   (152)   (121)
Total Other Income (Expense)   -    (75)   (152)   (121)
                     
Loss Before Provision for Income Taxes   (425)   (2,495)   (3,517)   (4,534)
Provision for income taxes   -    -    -    - 
Loss from discontinued operations, net of tax  $(425)  $(2,495)  $(3,517)  $(4,534)
v3.23.3
NOTES PAYABLE (Tables)
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
SUMMARY OF NOTES PAYABLE

Related Party Notes Payable consists of:

 

   September 30,
2023		   December 31,
2022		 
         
On June 25, 2018 the Company issued promissory notes to Peter Zachariou for $30,000. The notes bear interest at 10% per annum and are payable on the earlier of one year or five days following the delivery of written demand for payment by the Payee. The note was extended for another twelve months on its due date to June 25, 2024 or on demand by the Payee.  $30,000   $30,000 
Between March 26, 2018 and November 17, 2022 the Company issued fifteen promissory notes to Fountainhead Capital Management Limited for $463,373. The notes bear interest at 10% per annum and are payable on the earlier of one year or five days following the delivery of written demand for payment by the Payee. All of the notes were extended on their due dates for another twelve months. The Notes will be due between December 2023 and November 2024 or on demand by the Payee.   463,373    463,373 
Total Related Party Notes Payable  $493,373   $493,373 

 

 

Other Notes Payable

 

Other Notes Payable consists of:

 

   September 30,
2023		   December 31,
2022		 
On March 25, 2011 the Company issued a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”). The term note bears interest at 16% per annum and was due June 25, 2011, and has been extended on a number of occasions. On the note’s most recent due date, the note was amended and extended to December 31, 2023. See further note below.  $300,000   $300,000 
Current portion of Long-Term Notes payable, see below   3,313    3,222 
Insurance policy finance agreements.   35,473    21,489 
Total Notes Payable:  $338,786   $324,711 

 

Long-Term Notes Payable consists of:

 

   September 30,
2023		   December 31,
2022		 
On July 7, 2020, the Company was advised that the Small Business Administration (SBA) had approved a $150,000 loan under the Economic Injury Disaster Loan Program pursuant to the Coronavirus Aid, Relief and Economic Security (CARES) Act (“Loan”). The Loan, evidenced by a promissory note dated July 7, 2020, has a term of thirty (30) years, bears interest at a fixed rate of three and three-quarters percent (3.75%) per annum, with monthly payments in the amount of $731.00 per month commencing July 7, 2021 and is secured by essentially all of the assets of the Company. The proceeds of the Loan have been used for general working capital purposes to alleviate economic injury caused by disaster occurring in the month of January 2020 and continuing thereafter.  $143,756   $146,253 
Total Long-Term Notes Payable:  $143,756   $146,253 
v3.23.3
LEASE (Tables)
 9 Months Ended
Sep. 30, 2023
Lease  
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

The Company recognized the following related to a lease in its unaudited consolidated balance sheet at September 30, 2023 and December 31, 2022:

 

   September 30
2023		   December 31,
2022		 
         
Operating Lease ROU Assets  $160,979   $32,645 
Operating Lease ROU Assets  $160,979   $32,645 
           
Operating Lease Liabilities          
Current portion  $44,759   $29,591 
Long-term portion   111,922    - 
Operating Lease Liabilities  $156,681   $29,591 
v3.23.3
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION (Tables)
 9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
SCHEDULE OF BUSINESS SEGMENTS INFORMATION

 

   2023   2022   2023   2022 
   Three Months Ended
September 30,		   Nine Months Ended
September 30,		 
   2023   2022   2023   2022 
Revenue:                    
Vycor Medical  $287,559   $289,706   $1,087,758   $875,785 
NovaVision  $21,034   $20,263   $64,597   $75,940 
 Revenue  $308,593   $309,969   $1,152,355   $951,725 
Gross Profit                    
Vycor Medical  $256,435   $249,141   $989,288   $777,963 
NovaVision  $19,824   $18,629   $60,137   $70,269 
 Gross Profit  $276,259   $267,770   $1,049,425   $848,232 
                     
Operating Income (Loss)                    
Vycor Medical  $60,373   $65,042   $366,360   $238,751 
NovaVision  $(41,868)  $(69,557)  $(146,592)  $(169,051)
Corporate  $(43,986)  $(83,530)  $(115,521)  $(285,018)
 Operating Income (Loss)  $(25,481)  $(88,045)  $(104,247)  $(215,318)

 

   September 30,   December 31, 
   2023   2022 
Total Assets:          
Vycor Medical  $1,004,421   $822,174 
NovaVision   49,152    36,792 
Discontinued operations   896    1,212 
Total Assets  $1,054,469   $860,178 
SUMMARY OF GEOGRAPHIC INFORMATION

 

   2023   2022   2023   2022 
   Three Months Ended
September 30,		   Nine Months Ended
September 30,		 
   2023   2022   2023   2022 
Revenue:                    
United States  $306,929   $308,368   $1,147,054   $944,480 
Europe  $1,664   $1,601   $5,301   $7,245 
 Revenue  $308,593   $309,969   $1,152,355   $951,725 
Gross Profit                    
United States  $274,620   $266,168   $1,044,223   $841,012 
Europe  $1,639   $1,602   $5,202   $7,220 
 Gross Profit  $276,259   $267,770   $1,049,425   $848,232 
Operating Income (Loss)                    
United States  $(19,758)  $(82,645)  $119,088   $(203,415)
Europe  $(5,723)  $(5,400)  $(14,841)  $(11,903)
 Operating Income (Loss)  $(25,481)  $(88,045)  $104,247   $(215,318)

 

   September 30,   December 31, 
   2023   2022 
Total Assets:          
United States  $1,046,219   $854,236 
Europe   7,354    4,730 
Discontinued operations   896    1,212 
Total Assets  $1,054,469   $860,178 
v3.23.3
CONCENTRATION (Tables)
 9 Months Ended
Sep. 30, 2023
Risks and Uncertainties [Abstract]  
SCHEDULE OF CONCENTRATION

 

Sales Concentration:

 

   Three Months Ended
September 30,		 
   2023   2022 
         
Number of customers over 10%   1    1 
Percentage of sales   16%   10%

 

   Nine months Ended
September 30,		 
   2023   2022 
         
Number of customers over 10%   1    - 
Percentage of sales   12%   0%

 

Accounts Receivable Concentration

 

   At
September 30,		   At
December 31,		 
   2023   2022 
         
Number of customers over 10%   2    1 
Percentage of accounts receivable   11, 10%   13%
v3.23.3
BASIS OF PRESENTATION (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Mar. 25, 2011
Net loss $ 214,089 $ 276,992 $ 301,006 $ 612,739  
Working capital deficiency 458,274   458,274    
Related party liabilities 2,947,050   2,947,050    
EuroAmerican Investment Corp [Member]          
Term note amount 300,000   300,000   $ 300,000
Accrued interest $ 460,798   $ 460,798    
Maturity date     Dec. 31, 2023    
v3.23.3
SCHEDULE OF COMMON STOCK NOT INCLUDED IN CALCULATION OF DILUTED NET LOSS PER SHARE (Details) - shares
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 4,894,900 4,666,328
Debentures Convertible Into Common Stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 3,622,848 3,394,276
Preferred Shares Convertible Into Common Stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 1,272,052 1,272,052
v3.23.3
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Current Assets          
Cash $ 896   $ 896   $ 1,212
Total Current Assets 896   896   1,212
TOTAL ASSETS 896   896   1,212
Current Liabilities          
Accounts payable 4   4   693
Other current liabilities (804)   (804)   (2,092)
Total Current Liabilities (800)   (800)   $ (1,399)
Revenue  
Gross Profit  
Selling, general and administrative 425 2,420 3,365 4,413  
Total Operating expenses 425 2,420 3,365 4,413  
Operating Loss (425) (2,420) (3,365) (4,413)  
Loss on foreign currency exchange (75) (152) (121)  
Total Other Income (Expense) (75) (152) (121)  
Loss Before Provision for Income Taxes (425) (2,495) (3,517) (4,534)  
Provision for income taxes  
Loss from discontinued operations, net of tax $ (425) $ (2,495) $ (3,517) $ (4,534)  
v3.23.3
SUMMARY OF NOTES PAYABLE (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Short-Term Debt [Line Items]    
Total Other Notes Payable $ 338,786 $ 324,711
Total Long term Notes Payable 143,756 146,253
Economic Injury Disaster Loan Program [Member] | CARES Act [Member]    
Short-Term Debt [Line Items]    
Total Long term Notes Payable 143,756 146,253
Current Long Term Notes Payable [Member]    
Short-Term Debt [Line Items]    
Total Other Notes Payable 3,313 3,222
Insurance Policy Finance Agreements [Member]    
Short-Term Debt [Line Items]    
Total Other Notes Payable 35,473 21,489
EuroAmerican Investment Corp [Member]    
Short-Term Debt [Line Items]    
Total Other Notes Payable 300,000 300,000
Peter Zachariou [Member]    
Short-Term Debt [Line Items]    
Total Related Party Notes Payable 30,000 30,000
Fountainhead Capital Management Limited [Member]    
Short-Term Debt [Line Items]    
Total Related Party Notes Payable 463,373 463,373
Related Party [Member]    
Short-Term Debt [Line Items]    
Total Related Party Notes Payable $ 493,373 $ 493,373
v3.23.3
SUMMARY OF NOTES PAYABLE (Details) (Parenthetical) - USD ($)
 56 Months Ended
Jul. 07, 2020
Jun. 25, 2018
Mar. 25, 2011
Nov. 17, 2022
Sep. 30, 2023
Economic Injury Disaster Loan Program [Member] | CARES Act [Member]          
Short-Term Debt [Line Items]          
Face amount $ 150,000        
Notes interest rate 3.75%        
Debt instrument, term 30 years        
Debt instrument periodic payment $ 731.00        
EuroAmerican Investment Corp [Member]          
Short-Term Debt [Line Items]          
Face amount     $ 300,000   $ 300,000
Notes interest rate     16.00%    
EuroAmerican Investment Corp [Member] | Extended Maturity [Member]          
Short-Term Debt [Line Items]          
Conversion due date     Dec. 31, 2023    
Peter Zachariou [Member]          
Short-Term Debt [Line Items]          
Face amount   $ 30,000      
Notes interest rate   10.00%      
Debt maturity date description   The note was extended for another twelve months on its due date to June 25, 2024 or on demand by the Payee.      
Fountainhead Capital Management Limited [Member]          
Short-Term Debt [Line Items]          
Face amount       $ 463,373  
Notes interest rate       10.00%  
Debt maturity date description       The Notes will be due between December 2023 and November 2024 or on demand by the Payee.  
v3.23.3
NOTES PAYABLE (Details Narrative) - EuroAmerican Investment Corp [Member] - Amendment Agreement [Member] - USD ($)
 9 Months Ended
Sep. 30, 2023
Jan. 24, 2018
Defined Benefit Plan Disclosure [Line Items]    
Other notes payable   $ 300,000
Offering price   $ 0.21
Conversion shares 3,622,848  
v3.23.3
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Lease    
Operating Lease ROU Assets $ 160,979 $ 32,645
Current portion 44,759 29,591
Long-term portion 111,922
Operating Lease Liabilities $ 156,681 $ 29,591
v3.23.3
SCHEDULE OF BUSINESS SEGMENTS INFORMATION (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Segment Reporting Information [Line Items]          
 Revenue $ 308,593 $ 309,969 $ 1,152,355 $ 951,725  
 Gross Profit 276,259 267,770 1,049,425 848,232  
Operating Income (Loss) (25,481) (88,045) 104,247 (215,318)  
Operating Income (Loss) 25,481 88,045 (104,247) 215,318  
Total Assets 1,054,469   1,054,469   $ 860,178
Discontinued Operations [Member]          
Segment Reporting Information [Line Items]          
Total Assets 896   896   1,212
Vycor Medical [Member]          
Segment Reporting Information [Line Items]          
 Revenue 287,559 289,706 1,087,758 875,785  
 Gross Profit 256,435 249,141 989,288 777,963  
Operating Income (Loss) 60,373 65,042 366,360 238,751  
Operating Income (Loss) (60,373) (65,042) (366,360) (238,751)  
Total Assets 1,004,421   1,004,421   822,174
Nova Vision [Member]          
Segment Reporting Information [Line Items]          
 Revenue 21,034 20,263 64,597 75,940  
 Gross Profit 19,824 18,629 60,137 70,269  
Operating Income (Loss) (41,868) (69,557) (146,592) (169,051)  
Operating Income (Loss) 41,868 69,557 146,592 169,051  
Total Assets 49,152   49,152   $ 36,792
Corporate Segment [Member]          
Segment Reporting Information [Line Items]          
Operating Income (Loss) (43,986) (83,530) (115,521) (285,018)  
Operating Income (Loss) $ 43,986 $ 83,530 $ 115,521 $ 285,018  
v3.23.3
SUMMARY OF GEOGRAPHIC INFORMATION (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]          
 Revenue $ 308,593 $ 309,969 $ 1,152,355 $ 951,725  
 Gross Profit 276,259 267,770 1,049,425 848,232  
 Operating Income (Loss) (25,481) (88,045) 104,247 (215,318)  
Total Assets 1,054,469   1,054,469   $ 860,178
Discontinued Operations [Member]          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Total Assets 896   896   1,212
UNITED STATES          
Revenues from External Customers and Long-Lived Assets [Line Items]          
 Revenue 306,929 308,368 1,147,054 944,480  
 Gross Profit 274,620 266,168 1,044,223 841,012  
 Operating Income (Loss) (19,758) (82,645) 119,088 (203,415)  
Total Assets 1,046,219   1,046,219   854,236
Europe [Member]          
Revenues from External Customers and Long-Lived Assets [Line Items]          
 Revenue 1,664 1,601 5,301 7,245  
 Gross Profit 1,639 1,602 5,202 7,220  
 Operating Income (Loss) (5,723) $ (5,400) (14,841) $ (11,903)  
Total Assets $ 7,354   $ 7,354   $ 4,730
v3.23.3
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION (Details Narrative)
 9 Months Ended
Sep. 30, 2023
Integer
Business Segments [Member]  
Segment Reporting Information [Line Items]  
Number of reportable segments 2
Geographic Segments [Member]  
Segment Reporting Information [Line Items]  
Number of reportable segments 2
v3.23.3
EQUITY (Details Narrative) - USD ($)
 9 Months Ended
Apr. 02, 2022
Sep. 30, 2023
Sep. 30, 2022
Nov. 13, 2023
Dec. 31, 2022
Mar. 31, 2017
Class of Stock [Line Items]            
Common stock, shares authorized   55,000,000     55,000,000  
Common stock, par value   $ 0.0001     $ 0.0001  
Preferred stock, shares authorized   10,000,000     10,000,000  
Preferred stock, par value   $ 0.0001     $ 0.0001  
Common stock, shares issued   32,732,169     32,630,506  
Common stock, shares outstanding   32,628,835     32,527,172  
Preferred shares issued   270,307     270,307  
Preferred shares outstanding   270,307     270,307  
Series C Preferred Stock [Member] | Subsequent Event [Member]            
Class of Stock [Line Items]            
Common stock, shares issued       32,628,835    
Common stock, shares outstanding       32,628,835    
Preferred shares issued       1    
Preferred shares outstanding       1    
Series D Preferred Stock [Member] | Subsequent Event [Member]            
Class of Stock [Line Items]            
Preferred shares issued       270,306    
Preferred shares outstanding       270,306    
Series C Convertible Preferred Stock [Member]            
Class of Stock [Line Items]            
Stock issued during period shares new issues   14,815        
Share price   $ 3.75        
Series D Convertible Preferred Stock [Member]            
Class of Stock [Line Items]            
Share price   $ 2.15        
Cumulative preferred dividend rate   12.00%        
Consulting Agreement [Member]            
Class of Stock [Line Items]            
Share price           $ 0.21
Consulting Agreement [Member] | Fountainhead [Member]            
Class of Stock [Line Items]            
Stock issued during period shares new issues   0 1,607,142      
Value of shares issued   $ 0 $ 176,250      
Consulting Agreement [Member] | Ricardo Komotar [Member] | Consultant [Member]            
Class of Stock [Line Items]            
Stock issued during period shares new issues 101,663          
v3.23.3
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Non-employees [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Share based compensation expense $ 7,777 $ 187,381
v3.23.3
COMMITMENTS AND CONTINGENCIES (Details Narrative)
 9 Months Ended
Oct. 31, 2016
USD ($)
Oct. 31, 2016
EUR (€)
Jun. 30, 2012
USD ($)
Jun. 30, 2012
EUR (€)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Oct. 31, 2016
EUR (€)
Jun. 30, 2012
EUR (€)
Property, Plant and Equipment [Line Items]                
Rent expense         $ 53,535 $ 58,666    
Trade tax reduced $ 82,000   $ 82,000       € 75,000 € 75,000
Interest expenses $ 13,200 € 12,000 $ 13,200 € 12,000        
Office Space [Member]                
Property, Plant and Equipment [Line Items]                
Rent expense         4,300      
Other charges         $ 3,000      
v3.23.3
CONSULTING AND OTHER AGREEMENTS (Details Narrative) - USD ($)
 1 Months Ended 9 Months Ended
Apr. 01, 2022
Mar. 30, 2021
Mar. 31, 2017
Sep. 30, 2023
Sep. 30, 2022
General Consultancy [Member] | Ricardo J Komotar M.D. [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Number of common stock issued for services, shares   304,989      
Milestones [Member] | Ricardo J Komotar M.D. [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Number of common stock issued, shares 101,663        
Number of common stock issued for services, shares   1,219,957      
Consulting Agreement [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Consulting fee     $ 450,000    
Common stock exercise price     $ 0.21    
Consulting Agreement [Member] | Fountainhead [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Number of common stock issued, shares       0 1,607,142
Number of common stock issued, value       $ 0 $ 176,250
Consulting Agreement [Member] | January 1, 2021 [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Common stock exercise price       $ 0.21  
Number of common stock issued, shares       535,714  
Amended Agreement [Member] | January 1, 2021 [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Number of common stock issued, value       $ 112,500  
v3.23.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Jun. 25, 2018
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Related Party Transaction [Line Items]          
Aggregate dividends accrued   $ 162,185 $ 162,185 $ 324,370 $ 324,370
Increase decrease in interest payable net       37,080 28,257
Unsecured Loan [Member] | Fountainhead [Member]          
Related Party Transaction [Line Items]          
Unsecured loan notes issued       $ 0 $ 110,000
Bear interest rate   10.00%   10.00%  
Unsecured loan maturity description       due on demand or by their one-year anniversary (see Note 4).  
Peter Zachariou [Member]          
Related Party Transaction [Line Items]          
Bear interest rate 10.00%        
Unsecured loan maturity description The note was extended for another twelve months on its due date to June 25, 2024 or on demand by the Payee.        
Consulting Agreement [Member] | Fountainhead [Member]          
Related Party Transaction [Line Items]          
Number of common stock issued, shares       0 1,607,142
Number of common stock issued, value       $ 0 $ 176,250
Series D Preferred Stock [Member]          
Related Party Transaction [Line Items]          
Aggregate dividends accrued       324,370  
Accrued dividends, total   $ 2,270,590 1,946,220 2,270,590 1,946,220
Series D Preferred Stock [Member] | Fountainhead [Member]          
Related Party Transaction [Line Items]          
Aggregate dividends accrued       226,037  
Accrued dividends, total   1,582,260 1,356,224 1,582,260 1,356,224
Series D Preferred Stock [Member] | Peter Zachariou [Member]          
Related Party Transaction [Line Items]          
Aggregate dividends accrued       83,386  
Accrued dividends, total   $ 583,701 $ 500,315 $ 583,701 $ 500,315
Directors [Member] | Fountainhead [Member] | Common Stock [Member]          
Related Party Transaction [Line Items]          
Common stock, ownership percentage   62.30%   62.30%  
Directors [Member] | Fountainhead [Member] | Series D Preferred Stock [Member]          
Related Party Transaction [Line Items]          
Common stock, ownership percentage   69.70%   69.70%  
Peter Zachariou [Member] | Fountainhead [Member] | Common Stock [Member]          
Related Party Transaction [Line Items]          
Common stock, ownership percentage   15.00%   15.00%  
Peter Zachariou [Member] | Fountainhead [Member] | Series D Preferred Stock [Member]          
Related Party Transaction [Line Items]          
Common stock, ownership percentage   25.70%   25.70%  
v3.23.3
SCHEDULE OF CONCENTRATION (Details) - Customer Concentration Risk [Member] - Integer
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Revenue Benchmark [Member]          
Concentration Risk [Line Items]          
Number of customers over 10% 1 1 1  
Revenue Benchmark [Member] | Customer One [Member]          
Concentration Risk [Line Items]          
Concentration risk, percentage 16.00% 10.00% 12.00% 0.00%  
Accounts Receivable [Member]          
Concentration Risk [Line Items]          
Number of customers over 10%     2   1
Accounts Receivable [Member] | Customer One [Member]          
Concentration Risk [Line Items]          
Concentration risk, percentage     11.00%   13.00%
v3.23.3
CONCENTRATION (Details Narrative)
 9 Months Ended
Sep. 30, 2023
Manufacturer Three [Member] | Purchase [Member] | Customer Concentration Risk [Member]  
Concentration Risk [Line Items]  
Concentration risk, percentage 10.00%
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