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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 March 31, 2024
   
☐ 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   (Commission   (IRS Employer
Incorporation)   File Number)   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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐
Non-accelerated Filer ☐ (Do not check if a smaller reporting company) 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 May 15, 2024.

 

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 March 31, 2024 and December 31, 2023 3
     
  Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023. 4
     
  Unaudited Consolidated Statements of Stockholders’ Deficiency for the three months ended March 31, 2024 and 2023. 5
     
  Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023. 6
     
  Notes to Unaudited Consolidated Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 16
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
     
Item 4. Controls and Procedures 21
     
  PART II  
     
Item 1. Legal Proceedings 22
     
Item 1A. Risk Factors 22
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22
     
Item 3. Defaults Upon Senior Securities 22
     
Item 4. Mine Safety Disclosures 22
     
Item 5. Other Information 22
     
Item 6. Exhibits 22
     
SIGNATURES 23

 

 

2

 

 

PART 1

 

ITEM 1. FINANCIAL STATEMENTS

 

VYCOR MEDICAL, INC.

Consolidated Balance Sheets

(Unaudited)

 

   March 31, 2024   December 31, 2023 
ASSETS          
Current Assets          
Cash  $43,857   $57,291 
Trade accounts receivable   244,069    215,231 
Inventory   221,728    234,145 
Prepaid expenses and other current assets   77,460    76,684 
Current assets of discontinued operations   1,066    739 
Total Current Assets   588,180    584,090 
           
Fixed assets, net   236,122    252,404 
           
Intangible and Other assets:          
Security deposits   6,000    6,000 
Operating lease - right of use assets   138,490    149,804 
Total Intangible and Other assets   144,490    155,804 
TOTAL ASSETS  $968,792   $992,298 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY          
Current Liabilities          
Accounts payable  $147,859   $117,801 
Accrued interest: Other   484,866    472,897 
Accrued interest: Related Party   207,553    195,522 
Accrued liabilities - Other   131,532    151,816 
Dividends payable - Related Party   2,432,775    2,270,590 
Notes payable: Other   313,140    328,267 
Notes payable: Related Party   493,373    493,373 
Current operating lease liabilities   45,890    45,321 
Current liabilities of discontinued operations   (671)   (1,100)
Total Current Liabilities   4,256,317    4,074,487 
           
Operating lease liability - long term  88,692   100,379 
Loan payable - SBA EIDL   142,052    142,908 
           
Total Liabilities   4,487,061    4,317,774 
           
STOCKHOLDERS’ DEFICIENCY          
Preferred stock, $0.0001 par value, 10,000,000 shares authorized          
Preferred C Stock, 1 and 1 share issued and outstanding as at March 31, 2024 and December 31, 2023 respectively   -    - 
Preferred D Stock, 270,306 and 270,306 issued and outstanding as at March 31, 2024 and December 31, 2023 respectively   27    27 
Common Stock, $0.0001 par value, 55,000,000 shares authorized at March 31, 2024 and December 31, 2023, 32,732,169 and 32,732,169 shares issued and 32,628,835 and 32,628,835 shares outstanding at March 31, 2024 and December 31, 2023 respectively   3,273    3,273 
Additional Paid-in Capital   29,365,070    29,365,070 
Treasury Stock (103,334 shares of Common Stock as at March 31, 2024 and December 31, 2023 respectively, at cost)   (1,033)   (1,033)
Accumulated Deficit   (33,013,283)   (32,820,490)
Accumulated Other Comprehensive Income   127,677    127,677 
Total Stockholders’ Deficiency   (3,518,269)   (3,325,476)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY  $968,792   $992,298 

 

See accompanying notes to consolidated financial statements

 

3

 

 

VYCOR MEDICAL, INC.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

         
   For the three months ended
March 31,		 
   2024   2023 
         
Revenue  $336,968   $360,994 
Cost of Goods Sold   37,006    30,799 
Gross Profit   299,962    330,195 
           
Operating Expenses:          
Research and development   -    5,508 
Depreciation and amortization   14,880    14,375 
Selling, general and administrative   294,614    277,104 
Total Operating Expenses   309,494    296,987 
Operating income (loss)   (9,532)   33,208 
           
Other Income (Expense)          
Interest expense: Related Party   (12,031)   (12,343)
Interest expense: Other   (13,338)   (13,234)
Other income   4,544    - 
Loss on foreign currency exchange   (150)   (62)
Total Other Income (Expense)   (20,975)   (25,639)
           
Income (Loss) Before Provision for Income Taxes   (30,507)   7,569 
Provision for income taxes   -    - 
Net Income (Loss) from continuing operations   (30,507)   7,569 
Loss from discontinued operations, net of tax   (101)   (707)
Net Income (Loss)   (30,608)   6,862 
           
Preferred stock dividends   (162,185)   (162,185)
Net Loss Available to Common Stockholders  $(192,793)  $(155,323)
           
Other Comprehensive Income (Loss)          
Foreign Currency Translation Adjustment   -    - 
Comprehensive Income (Loss)  $(30,608)  $6,862 
           
Net Income (Loss) Per Share - basic and diluted          
Net Income (Loss) from continuing operations  $(0.00)  $0.00 
Loss from discontinued operations  $(0.00)  $(0.00)
Net Loss available to common stockholders  $(0.01)  $(0.00)
           
Weighted Average Number of Shares Outstanding – Basic and Diluted   32,628,835    32,527,172 

 

See accompanying notes to consolidated financial statements

 

4

 

 

VYCOR MEDICAL, INC.

Consolidated Statements of Stockholders’ Deficiency

(Unaudited)

 

                                                 
   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, 2023   32,732,169   $3,273    1   $0    270,306   $27    (103,334)  $(1,033)  $29,365,070   $(32,820,490)  $127,677   $(3,325,476)
Net loss for three months ended March 31, 2024   -    -    -    -    -    -    -    -    -    (192,793)   -    (192,793)
Balance at March 31, 2024   32,732,169   $3,273    1   $0    270,306   $27    (103,334)  $(1,033)  $29,365,070   $(33,013,283)  $127,677   $(3,518,269)
                                                             
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)
Net loss for three months ended March 31, 2023   -    -    -    -    -    -    -    -    -    (155,323)   -    (155,323)
Balance at March 31, 2023   32,630,506   $3,263    1   $0    270,306   $27    (103,334)  $(1,033)  $29,355,626   $(32,581,752)  $127,675   $(3,096,194)

 

See accompanying notes to consolidated financial statements

 

5

 

 

VYCOR MEDICAL, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

         
   For the three months ended 
   March 31, 2024   March 31, 2023 
Cash flows from operating activities:          
Net income (loss)  $(30,608)  $6,862 
Adjustments to reconcile net income (loss) to cash provided by operating activities:          
Depreciation of fixed assets   15,620    15,355 
Allowance for doubtful accounts – accounts receivable   

4,865

    

-

 
Stock based compensation   2,364    3,050 
           
Changes in operating assets and liabilities:          
Accounts receivable   (33,703)   (21,693)
Inventory   12,417    17,507 
Prepaid expenses   (2,944)   9,004 
Accrued interest - Related Party   12,031    12,343 
Accrued interest - Other   11,969    11,835 
Accounts payable   30,058    (39,228)
Accrued liabilities - Other   (20,284)   9,879 
Changes in discontinued operations, net   102    (293)
Cash provided by operating activities   1,887    24,621 
Cash flows from investing activities:          
Sale of fixed assets   662    288 
Cash provided by investing activities   662    288 
Cash flows from financing activities:          
Proceeds - Notes Payable -Other   -    - 
Repayments - Notes Payable Other   (15,983)   (14,139)
Cash used in financing activities   (15,983)   (14,139)
Effect of exchange rate changes on cash   -    - 
Net increase (decrease) in cash   (13,434)   10,770 
Cash at beginning of period   57,291    37,035 
Cash at end of period  $43,857   $47,805 
           
Supplemental Disclosures of Cash Flow information:          
Cash paid for interest  $1,369   $1,399 
Cash paid for income tax  $-   $- 
Non-Cash Activities:          
Non-cash accrued dividends  $

162,185

   $

162,185

 

 

See accompanying notes to consolidated financial statements

 

6

 

 

VYCOR MEDICAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024

(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, 2023 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, 2023.

 

The unaudited consolidated financial statements as of and for the three months ended March 31, 2024 and 2023, 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 months ended March 31, 2024 are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

 

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 of $30,608 for the three months ended March 31, 2024 and has not generated sufficient positive cash flows from operations. As of March 31, 2024 the Company had a working capital deficiency of $3,668,137, which includes related party liabilities of $3,133,701. 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 $484,866, which has a maturity date of March 31, 2025, 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 March 31, 2025 will be available. However, the Company believes it may not have sufficient cash to meet its various cash needs through May 31, 2025 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. 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.

 

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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 FASB issued Accounting Standards Update (ASU) 2023-07 in November 2023, effective for fiscal years beginning after December 15, 2023. The ASU is designed to improve reportable segment disclosures. Management has assessed the ASU and has concluded that it does not have an impact on its accounting or reporting, as the additional disclosure effects items that are not applied at a segment level. The Company believes that other 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, ASC 606, Revenue from Contracts with Customers and all the related amendments (new revenue standard) to all contracts.

 

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 7.

 

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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 conversion of preferred stock and convertible debt. Such potentially dilutive shares are excluded when the effect would be to increase a net income per share or reduce a net loss per share. No dilution adjustment has been made to the weighted average outstanding common shares in the periods presented because the assumed conversion of preferred stock and debt would be anti-dilutive.

 

The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share:

 

   March 31, 2024   March 31, 2023 
Debentures convertible into common stock   3,737,457    3,508,248 
Preferred shares convertible into common stock   1,272,052    1,272,052 
Total   5,009,509    4,780,300 

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform with the current period presentation; on the cash flow statement, proceeds from and repayments of insurance financing has been separated out rather than being netted off.

 

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

 

   March 31, 2024   December 31, 2023 
ASSETS          
Current Assets          
Cash  $1,066   $739 
Total Current Assets   1,066    739 
           
TOTAL ASSETS  $1,066   $739 
           
LIABILITIES          
Current Liabilities          
Accounts payable  $4   $4 
Other current liabilities   (675)   (1,104)
Total Current Liabilities  $(671)  $(1,100)

 

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Major line items constituting loss from discontinued operations

 

   2024   2023 
   For the three months ended
March 31,		 
   2024   2023 
         
Revenue  $-   $- 
Cost of Goods Sold   -    - 
Gross Profit   -    - 
           
Operating expenses:          
Selling, general and administrative   101    666 
Total Operating expenses   101    666 
Operating Loss   (101)   (666)
           
Other Income (Expense)          
Loss on foreign currency exchange   -    (41)
Total Other Income (Expense)   -    (41)
           
Loss Before Provision for Income Taxes   (101)   (707)
Provision for income taxes   -    - 
Loss from discontinued operations, net of tax  $(101)  $(707)

 

4. NOTES PAYABLE

 

Related Parties Notes Payable

 

Related Party Notes Payable consists of:

 

   March 31, 2024   December 31, 2023 
         
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 the notes were extended on their due dates for another twelve months. The Notes will be due between July 2024 and May 2025 or on demand by the Payee.   463,373    463,373 
Total Related Party Notes Payable  $493,373   $493,373 

 

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Other Notes Payable

 

Other Notes Payable consists of:

 

   March 31, 2024   December 31, 2023 
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 March 31, 2025. See further note below.  $300,000   $300,000 
Insurance policy finance agreements and current portion of EIDL Loan (see Long-Term Notes Payable below)   13,140    28,267 
Total Other Notes Payable:  $313,140   $328,267 

 

Long-Term Notes Payable consists of:

 

   March 31, 2024   December 31, 2023 
On July 7, 2020, the Company was granted 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.  $142,052   $142,908 
           
Total Long-term Notes Payable:  $142,052   $142,908 

 

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 3,737,457 shares of Common Stock as of March 31, 2024. 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.

 

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5. INVENTORY

 

  

March 31,

2024

  

December 31,

2023

 
         
Raw materials and work in process  $96,506   $88,236 
Finished goods   125,222    145,909 
Total Inventory  $221,728   $234,145 

 

6. LEASE

 

The Company recognized the following related to a lease in its unaudited consolidated balance sheets at March 31, 2024 and December 31, 2023:

 

   March 31, 2024   December 31, 2023 
         
Operating Lease ROU Assets  $138,490   $149,804 
           
Operating Lease Liabilities          
Current portion  $45,890   $45,321 
Long-term portion   88,692    100,379 
Operating Lease Liabilities Total  $134,582   $145,700 

 

7. 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 disaggregated revenues, gross profits, operating income (loss) and total assets for each segment:

 

   2024   2023 
   For the three months ended
March 31,		 
   2024   2023 
Revenue:          
Vycor Medical  $318,558   $336,864 
NovaVision  18,410   24,130 
Revenue  $336,968   $360,994 
Gross Profit          
Vycor Medical  $283,076   $307,625 
NovaVision  16,886   22,570 
Gross Profit  $299,962   $330,195 
           
Operating Income (Loss)          
Vycor Medical  $71,885   $122,394 
NovaVision  (41,467)  (49,343)
Corporate  (39,950)  (39,843)
Operating Income (Loss)  $(9,532)  $33,208 

 

   March 31, 2024   December 31, 2023 
Total Assets:          
Vycor Medical  $938,967   $957,936 
NovaVision   28,759    33,623 
Discontinued operations   1,066    739 
Total Assets  $968,792   $992,298 

 

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(b) Geographic segments

 

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 disaggregated revenues, gross profits, operating income (loss) and total assets for each segment.

 

   2024   2023 
   For the three months ended
March 31,		 
   2024   2023 
Revenue:          
United States  $335,931   $358,618 
Europe  1,037   2,376 
Revenue  $336,968   $360,994 
Gross Profit          
United States  $298,925   $327,860 
Europe  1,037   2,335 
Gross Profit  $299,962   $330,195 
Operating Income (Loss)          
United States  $36,020  $77,162 
Europe  (5,602)  (4,111)
Corporate  (39,950)  (39,843)
Operating Income (Loss)  $(9,532)  $33,208 

 

   March 31, 2024   December 31, 2023 
Total Assets:          
United States  $964,107   $985,718 
Europe   3,619    5,841 
Discontinued operations   1,066    739 
Total Assets  $968,792   $992,298 

 

8. EQUITY

 

Equity Transactions

 

On April 1, 2023 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 (see Note 11).

 

During each of the three months ended March 31, 2024 and 2023, the Company accrued $162,185 of dividends in respect of Company Series D Convertible Preferred shares (see Note 12).

 

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 May 15, 2024, 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.

 

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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.

 

9. 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 shares of common stock granted to non-employees for each of the three months ended March 31, 2024 and 2023 was $2,364 and $3,050, respectively. As of March 31, 2024 and December 31, 2023, there was $0 of total unrecognized compensation costs related to warrant and stock awards and non-vested options (see Note 11).

 

10. 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 $2,700 per month. The lease terminated on August 31, 2023 and was extended for a further three years and four months to December 31, 2026. Rent expense for the three months ended March 31, 2024 and 2023 was $21,032 and $20,686 respectively.

 

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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 as of March 31, 2024 and December 31, 2023 respectively. The Company is in the process of winding down the entity, as disclosed in Note 3.

 

11. CONSULTING AND OTHER AGREEMENTS

 

The following agreements were entered into or remained in force during the periods ended March 31, 2024 and 2023:

 

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, 101,663 shares of Company Common Stock (valued at $9,455) were issued under the terms of the Agreement, which is being amortized over twelve months, with amortization for the three months ended March 31, 2024 and 2023 of $2,364 and $3,050, respectively (see Notes 8 and 9).

 

12. RELATED PARTY TRANSACTIONS

 

Peter Zachariou and David Cantor, directors of the Company, are investment managers of Fountainhead which owned, at March 31, 2024, 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 each of the three months ended March 31, 2024 and 2023, the Company accrued an aggregate of $162,185 of Preferred D Stock dividends, of which $113,019 was regarding Fountainhead and $41,693 was regarding Peter Zachariou. Total accrued Preferred D Stock dividends at March 31, 2024 and December 31, 2023 was $2,432,775 and $2,270,590, respectively, of which $1,695,280 and $1,582,260 respectively, was regarding Fountainhead and $625,394 and $583,701, respectively, was regarding Peter Zachariou.

 

During the three months ended March 31, 2024 and 2023 the Company accrued interest on related party loans of $12,031 and $12,343, respectively.

 

13. 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
March 31,		 
   2024   2023 
Number of customers over 10%   0    1 
Percentage of sales   0%   11%

 

Accounts Receivable Concentration

 

   At
March 31, 2024		   At
December 31, 2023		 
         
Number of customers over 10%   0    0 
Percentage of accounts receivable   0%   0%

 

The Company has three sub-contract manufacturers from which it purchases, respectively, VBAS injection molded parts, completed and sterilized VBAS units, and 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.

 

14. 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 that would require recognition or disclosure in the financial statements.

 

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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.

 

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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 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.

 

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 several other international markets.

 

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.

 

Strategy

 

The Company is continuing to execute on a plan to achieve revenue growth and a reduction in annual cash operating losses, and generated cash operating income for the three months ended March 31, 2024 and the year ended December 31, 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 largely 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.

 

17

 

 

Comparison of the Three Months Ended March 31, 2024 to the Three Months Ended March 31, 2023

 

Revenue and Gross Margin:

 

   Three months ended
March 31,		 
   2024   2023   % Change 
Revenue:               
Vycor Medical  $318,558   $336,864    -5%
NovaVision  18,410   24,130    -24%
   $336,968   $360,994    -7%
Gross Profit               
Vycor Medical  $283,076   $307,625    -8%
NovaVision  16,886   22,570    -25%
   $299,962   $330,195    -9%

 

Vycor Medical recorded revenue of $318,558 from the sale of its products for the three months ended March 31, 2024, a decrease of $18,306, or 5%, over the same period in 2023, mainly due to timing differences on international orders. Gross margin of 89% and 91% was recorded for the three months ended March 31, 2024 and 2023, respectively.

 

NovaVision recorded revenues of $18,410 for the three months ended March 31, 2024, a decrease of $5,720 over the same period in 2023. Gross margin was 92%, compared to 94% for the same period in 2023.

 

Selling, General and Administrative Expenses:

 

Selling, general and administrative expenses increased by $17,510 to $294,614 for the three months ended March 31, 2024 from $277,104 for the same period in 2023. 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 three months ended March 31, 2024 was $2,364, a $686 decrease from the charge in 2023 of $3,050. Also included within Selling, General and Administrative Expenses are Sales Commissions, which increased by $1,738 from $61,577 to $63,315 in 2024.

 

18

 

 

The remaining Selling, General and Administrative expenses increased by $16,458 from $212,477 to $228,935 in 2024, as follows:

 

Patent fees, legal, and audit/accounting  $6,916 
Scientific and clinical consulting   6,700 
Licenses and subscriptions   5,172 
Bad debt expense   4,682 
Regulatory   2,843 
Other   4,336 
Payroll   (14,191)
Total change  $16,458 

 

Interest Expense:

 

Interest comprises expense on the Company’s debt and insurance policy financing. Related Party Interest expense for the three months ended March 31, 2024 was $12,031 compared to $12,343 for 2023. Other Interest expense for the three months ended March 31, 2024 was $13,338 compared to $13,234 for 2023.

 

Other Income:

 

Other income comprises historic customer credits written off of $4,544 during the three months ended March 31, 2024.

 

Operating loss from Discontinued Operations:

 

Operating loss from Discontinued Operations decreased by $606 to $101 in 2024 from $707 in 2023; the Company has some minor ongoing costs related to the wind-down of the discontinued operations in Germany but no revenues.

 

Liquidity

 

The following table shows liquidity data as of March 31, 2024 and December 31, 2023:

 

   March 31, 2024   December 31, 2023   $ Change 
Cash  $43,857   $57,291   $(13,434)
Accounts receivable, inventory and other current assets  $544,323   $526,799   $17,524 
Total current liabilities  $(4,256,317)  $(4,074,487)  $(181,830)
Working capital  $(3,668,137)  $(3,490,397)  $(177,740)

 

The following table shows cash flow for the periods ended March 31, 2024 and 2023:

 

   March 31, 2024   March 31, 2023   $ Change 
Cash provided by operating activities  $1,887   $24,621   $(22,734)
Cash provided by investing activities  $662   $288   $374 
Cash used in financing activities  $(15,983)  $(14,139)  $(1,844)
Effect of exchange rate changes on cash  $-   $-   $- 
Net increase (decrease) in cash  $(13,434)  $10,770   $(24,204)

 

Operating Activities. Cash provided by operating activities comprises net 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 operating activities.

 

The following table shows the principal components of cash provided by operating activities during the three months ended March 31, 2024 and 2023, with a commentary of changes during the periods and known or anticipated future changes:

 

   March 31, 2024   March 31, 2023   $ Change 
Net income (loss)  $(30,608)  $6,862   $(37,470)
                
Adjustments to reconcile net income (loss) to cash provided by operating activities:               
Depreciation of fixed assets  $15,620   $15,355   $265 
Allowance for doubtful accounts – accounts receivable  $

4,865

    

-

    

4,865

 
Stock based compensation  $2,364   $3,050   $(686)
   $22,849   $18,405   $4,444
                
Net income (loss) adjusted for non-cash items  $(7,759)  $25,267   $(33,026)
Changes in working capital               
Accounts receivable  $(33,703)  $(21,693)  $(12,010)
Accounts payable and accrued liabilities  $9,774   $(29,349)  $39,123 
Inventory  $12,417   $17,507   $(5,090)
Prepaid expenses  $(2,944)  $9,004   $(11,948)
Accrued interest (not paid in cash)  $24,000   $24,178   $(178)
Changes in discontinued operations, net  $102   $(293)  $395 
   $9,646   $(646)  $10,292 
                
Cash provided by operating activities  $1,887   $24,621   $(22,734)

 

19

 

 

The adjustments to reconcile net loss to cash of $22,849 in the period have no impact on liquidity. The negative change in net loss adjusted for non-cash items of $33,026 was primarily due a decrease in sales. The change in accounts payable and accrued liabilities of $39,123 between the 2024 and 2023 periods was mainly due to the settlement of expenses during the 2023 period that were incurred during the final quarter of 2022.

 

Additional inventory of $15,927 was purchased during the three months ended March 31, 2024 as part of normal production, and the Company anticipates purchasing additional new inventory of approximately $120,000 during the next twelve months for VBAS devices.

 

Investing Activities. There was no cash used in investing activities during the three months ended March 31, 2024 and 2023. The Company anticipates limited investing activities during the next twelve months.

 

Financing Activities. During the three months ended March 31, 2024 and 2023, the Company repaid loans primarily related to insurance of $15,983 and $14,139, respectively.

 

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 of $30,608 for the three months ended March 31, 2024 and has not generated sufficient positive cash flows from operations. As of March 31, 2024 the Company had a working capital deficiency of $3,668,137, which includes related party liabilities of $3,133,701. 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 1 “Strategy”, the Company is executing on a plan to achieve a reduction in cash operating losses, and generated cash operating income for the three months ended March 31, 2024. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”), together with accrued interest of $484,866, which has a maturity date of March 31, 2025, 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 March 31, 2025 will be available. However, the Company believes it may not have sufficient cash to meet its various cash needs through May 31, 2025 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.

 

Critical Accounting Policies and Estimates

 

Uses of estimates in the preparation of financial statements

 

The preparation of unaudited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ from those estimated. To the extent management’s estimates prove to be incorrect, financial results for future periods may be adversely affected. Significant estimates and assumptions contained in the accompanying unaudited consolidated financial statements include management’s estimate of the allowance for uncollectible accounts receivable, provision for inventory obsolescence, useful life of intangible assets, and the fair values of options and warrant included in the determination of debt discounts and stock-based compensation.

 

20

 

 

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, 2023.

 

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.

 

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.

 

21

 

 

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 May 15, 2024, 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

 

None.

 

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)

 

22

 

 

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 May 15, 2024

 

  Vycor Medical, Inc.
  (Registrant)
     
  By: /s/ Peter C. Zachariou
    Peter C. Zachariou
    Chief Executive Officer and Director
    (Principal Executive Officer)
     
  Date May 15 2024
     
  By: /s/ Adrian Liddell
    Adrian Liddell
    Chairman of the Board and Director
    (Principal Financial and Accounting Officer)
     
  Date May 15, 2024

 

23

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

I, Peter Zachariou, certify that:

 

  1. I have reviewed this Form 10-Q for the period ended March 31, 2024 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: May 15, 2024  
   
/s/ Peter 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 March 31, 2024 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: May 15, 2024  
   
/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 March 31, 2024 (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: May 15, 2024

 

  /s/ Peter Zachariou
  Peter 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 March 31, 2024 (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: May 15, 2024

 

  /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.

 

 

 

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 3 Months Ended
Mar. 31, 2024
May 15, 2024
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Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
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  
Entity Address, City or Town 320, Boca Raton  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33487  
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Consolidated Balance Sheets (Unaudited) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current Assets    
Cash $ 43,857 $ 57,291
Trade accounts receivable 244,069 215,231
Inventory 221,728 234,145
Prepaid expenses and other current assets 77,460 76,684
Current assets of discontinued operations 1,066 739
Total Current Assets 588,180 584,090
Fixed assets, net 236,122 252,404
Intangible and Other assets:    
Security deposits 6,000 6,000
Operating lease - right of use assets 138,490 149,804
Total Intangible and Other assets 144,490 155,804
TOTAL ASSETS 968,792 992,298
Current Liabilities    
Accounts payable 147,859 117,801
Current operating lease liabilities 45,890 45,321
Current liabilities of discontinued operations (671) (1,100)
Total Current Liabilities 4,256,317 4,074,487
Operating lease liability - long term 88,692 100,379
Loan payable - SBA EIDL 142,052 142,908
Total Liabilities 4,487,061 4,317,774
STOCKHOLDERS’ DEFICIENCY    
Common Stock, $0.0001 par value, 55,000,000 shares authorized at March 31, 2024 and December 31, 2023, 32,732,169 and 32,732,169 shares issued and 32,628,835 and 32,628,835 shares outstanding at March 31, 2024 and December 31, 2023 respectively 3,273 3,273
Additional Paid-in Capital 29,365,070 29,365,070
Treasury Stock (103,334 shares of Common Stock as at March 31, 2024 and December 31, 2023 respectively, at cost) (1,033) (1,033)
Accumulated Deficit (33,013,283) (32,820,490)
Accumulated Other Comprehensive Income 127,677 127,677
Total Stockholders’ Deficiency (3,518,269) (3,325,476)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY 968,792 992,298
Series C Preferred Stock [Member]    
STOCKHOLDERS’ DEFICIENCY    
Preferred Stock, value
Series D Preferred Stock [Member]    
STOCKHOLDERS’ DEFICIENCY    
Preferred Stock, value 27 27
Nonrelated Party [Member]    
Current Liabilities    
Accrued interest 484,866 472,897
Accrued liabilities - Other 131,532 151,816
Notes payable 313,140 328,267
Related Party [Member]    
Current Liabilities    
Accrued interest 207,553 195,522
Dividends payable - Related Party 2,432,775 2,270,590
Notes payable $ 493,373 $ 493,373
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Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
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 32,732,169
Common stock, shares outstanding 32,628,835 32,628,835
Treasury stock, common shares 103,334 103,334
Series C Preferred Stock [Member]    
Preferred stock, shares issued 1 1
Preferred stock, shares oustanding 1 1
Series D Preferred Stock [Member]    
Preferred stock, shares issued 270,306 270,306
Preferred stock, shares oustanding 270,306 270,306
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Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
 3 Months Ended
Mar. 31, 2024
USD ($)
$ / shares
shares
Mar. 31, 2023
USD ($)
$ / shares
shares
Defined Benefit Plan Disclosure [Line Items]    
Revenue $ 336,968 $ 360,994
Cost of Goods Sold 37,006 30,799
Gross Profit 299,962 330,195
Operating Expenses:    
Research and development 5,508
Depreciation and amortization 14,880 14,375
Selling, general and administrative 294,614 277,104
Total Operating Expenses 309,494 296,987
Operating income (loss) (9,532) 33,208
Other Income (Expense)    
Other income 4,544
Loss on foreign currency exchange (150) (62)
Total Other Income (Expense) (20,975) (25,639)
Income (Loss) Before Provision for Income Taxes (30,507) 7,569
Provision for income taxes
Net Income (Loss) from continuing operations (30,507) 7,569
Loss from discontinued operations, net of tax (101) (707)
Net Income (Loss) (30,608) 6,862
Preferred stock dividends (162,185) (162,185)
Net Loss Available to Common Stockholders (192,793) (155,323)
Other Comprehensive Income (Loss)    
Foreign Currency Translation Adjustment
Comprehensive Income (Loss) $ (30,608) $ 6,862
Net Income (Loss) Per Share - basic and diluted    
Net Loss from continuing operations, basic | $ / shares $ (0.00) $ 0.00
Net Loss from continuing operations, diluted | $ / shares (0.00) 0.00
Loss from discontinued operations, basic | $ / shares (0.00) (0.00)
Loss from discontinued operations, diluted | $ / shares (0.00) (0.00)
Net Loss available to common stockholders, basic | $ / shares (0.01) (0.00)
Net Loss available to common stockholders, diluted | $ / shares $ (0.01) $ (0.00)
Weighted Average Number of Shares Outstanding - Basic | shares 32,628,835 32,527,172
Weighted Average Number of Shares Outstanding - Diluted | shares 32,628,835 32,527,172
Related Party [Member]    
Other Income (Expense)    
Interest expense $ (12,031) $ (12,343)
Nonrelated Party [Member]    
Other Income (Expense)    
Interest expense $ (13,338) $ (13,234)
v3.24.1.1.u2
Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Balance $ (3,325,476) $ (2,940,871)
Net loss for period (192,793) (155,323)
Balance (3,518,269) (3,096,194)
Common Stock [Member]    
Balance $ 3,273 $ 3,263
Balance, shares 32,732,169 32,630,506
Net loss for period
Balance $ 3,273 $ 3,263
Balance, shares 32,732,169 32,630,506
Preferred Stock [Member] | Series C Preferred Stock [Member]    
Balance $ 0 $ 0
Balance, shares 1 1
Net loss for period
Balance $ 0 $ 0
Balance, shares 1 1
Preferred Stock [Member] | Series D Preferred Stock [Member]    
Balance $ 27 $ 27
Balance, shares 270,306 270,306
Net loss for period
Balance $ 27 $ 27
Balance, shares 270,306 270,306
Treasury Stock, Common [Member]    
Balance $ (1,033) $ (1,033)
Balance, shares (103,334) (103,334)
Net loss for period
Balance $ (1,033) $ (1,033)
Balance, shares (103,334) (103,334)
Additional Paid-in Capital [Member]    
Balance $ 29,365,070 $ 29,355,626
Net loss for period
Balance 29,365,070 29,355,626
Retained Earnings [Member]    
Balance (32,820,490) (32,426,429)
Net loss for period (192,793) (155,323)
Balance (33,013,283) (32,581,752)
AOCI Attributable to Parent [Member]    
Balance 127,677 127,675
Net loss for period
Balance $ 127,677 $ 127,675
v3.24.1.1.u2
Consolidated Statement of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:    
Net income (loss) $ (30,608) $ 6,862
Adjustments to reconcile net income (loss) to cash provided by operating activities:    
Depreciation of fixed assets 15,620 15,355
Allowance for doubtful accounts – accounts receivable 4,865
Stock based compensation 2,364 3,050
Changes in operating assets and liabilities:    
Accounts receivable (33,703) (21,693)
Inventory 12,417 17,507
Prepaid expenses (2,944) 9,004
Accrued interest - Related Party 12,031 12,343
Accrued interest - Other 11,969 11,835
Accounts payable 30,058 (39,228)
Accrued liabilities - Other (20,284) 9,879
Changes in discontinued operations, net 102 (293)
Cash provided by operating activities 1,887 24,621
Cash flows from investing activities:    
Sale of fixed assets 662 288
Cash provided by investing activities 662 288
Cash flows from financing activities:    
Proceeds - Notes Payable -Other
Repayments - Notes Payable Other (15,983) (14,139)
Cash used in financing activities (15,983) (14,139)
Effect of exchange rate changes on cash
Net increase (decrease) in cash (13,434) 10,770
Cash at beginning of period 57,291 37,035
Cash at end of period 43,857 47,805
Supplemental Disclosures of Cash Flow information:    
Cash paid for interest 1,369 1,399
Cash paid for income tax
Non-Cash Activities:    
Non-cash accrued dividends $ 162,185 $ 162,185
v3.24.1.1.u2
BASIS OF PRESENTATION
 3 Months Ended
Mar. 31, 2024
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, 2023 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, 2023.

 

The unaudited consolidated financial statements as of and for the three months ended March 31, 2024 and 2023, 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 months ended March 31, 2024 are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

 

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 of $30,608 for the three months ended March 31, 2024 and has not generated sufficient positive cash flows from operations. As of March 31, 2024 the Company had a working capital deficiency of $3,668,137, which includes related party liabilities of $3,133,701. 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 $484,866, which has a maturity date of March 31, 2025, 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 March 31, 2025 will be available. However, the Company believes it may not have sufficient cash to meet its various cash needs through May 31, 2025 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.

 
v3.24.1.1.u2
SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Mar. 31, 2024
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 FASB issued Accounting Standards Update (ASU) 2023-07 in November 2023, effective for fiscal years beginning after December 15, 2023. The ASU is designed to improve reportable segment disclosures. Management has assessed the ASU and has concluded that it does not have an impact on its accounting or reporting, as the additional disclosure effects items that are not applied at a segment level. The Company believes that other 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, ASC 606, Revenue from Contracts with Customers and all the related amendments (new revenue standard) to all contracts.

 

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 7.

 

 

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 conversion of preferred stock and convertible debt. Such potentially dilutive shares are excluded when the effect would be to increase a net income per share or reduce a net loss per share. No dilution adjustment has been made to the weighted average outstanding common shares in the periods presented because the assumed conversion of preferred stock and debt would be anti-dilutive.

 

The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share:

 

   March 31, 2024   March 31, 2023 
Debentures convertible into common stock   3,737,457    3,508,248 
Preferred shares convertible into common stock   1,272,052    1,272,052 
Total   5,009,509    4,780,300 

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform with the current period presentation; on the cash flow statement, proceeds from and repayments of insurance financing has been separated out rather than being netted off.

 
v3.24.1.1.u2
DISCONTINUED OPERATIONS
 3 Months Ended
Mar. 31, 2024
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

 

   March 31, 2024   December 31, 2023 
ASSETS          
Current Assets          
Cash  $1,066   $739 
Total Current Assets   1,066    739 
           
TOTAL ASSETS  $1,066   $739 
           
LIABILITIES          
Current Liabilities          
Accounts payable  $4   $4 
Other current liabilities   (675)   (1,104)
Total Current Liabilities  $(671)  $(1,100)

 

 

Major line items constituting loss from discontinued operations

 

   2024   2023 
   For the three months ended
March 31,		 
   2024   2023 
         
Revenue  $-   $- 
Cost of Goods Sold   -    - 
Gross Profit   -    - 
           
Operating expenses:          
Selling, general and administrative   101    666 
Total Operating expenses   101    666 
Operating Loss   (101)   (666)
           
Other Income (Expense)          
Loss on foreign currency exchange   -    (41)
Total Other Income (Expense)   -    (41)
           
Loss Before Provision for Income Taxes   (101)   (707)
Provision for income taxes   -    - 
Loss from discontinued operations, net of tax  $(101)  $(707)

 
v3.24.1.1.u2
NOTES PAYABLE
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
NOTES PAYABLE

4. NOTES PAYABLE

 

Related Parties Notes Payable

 

Related Party Notes Payable consists of:

 

   March 31, 2024   December 31, 2023 
         
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 the notes were extended on their due dates for another twelve months. The Notes will be due between July 2024 and May 2025 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:

 

   March 31, 2024   December 31, 2023 
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 March 31, 2025. See further note below.  $300,000   $300,000 
Insurance policy finance agreements and current portion of EIDL Loan (see Long-Term Notes Payable below)   13,140    28,267 
Total Other Notes Payable:  $313,140   $328,267 

 

Long-Term Notes Payable consists of:

 

   March 31, 2024   December 31, 2023 
On July 7, 2020, the Company was granted 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.  $142,052   $142,908 
           
Total Long-term Notes Payable:  $142,052   $142,908 

 

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 3,737,457 shares of Common Stock as of March 31, 2024. 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.

 

 
v3.24.1.1.u2
INVENTORY
 3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
INVENTORY

5. INVENTORY

 

  

March 31,

2024

  

December 31,

2023

 
         
Raw materials and work in process  $96,506   $88,236 
Finished goods   125,222    145,909 
Total Inventory  $221,728   $234,145 

 
v3.24.1.1.u2
LEASE
 3 Months Ended
Mar. 31, 2024
Lease  
LEASE

6. LEASE

 

The Company recognized the following related to a lease in its unaudited consolidated balance sheets at March 31, 2024 and December 31, 2023:

 

   March 31, 2024   December 31, 2023 
         
Operating Lease ROU Assets  $138,490   $149,804 
           
Operating Lease Liabilities          
Current portion  $45,890   $45,321 
Long-term portion   88,692    100,379 
Operating Lease Liabilities Total  $134,582   $145,700 

 
v3.24.1.1.u2
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION
 3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION

7. 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 disaggregated revenues, gross profits, operating income (loss) and total assets for each segment:

 

   2024   2023 
   For the three months ended
March 31,		 
   2024   2023 
Revenue:          
Vycor Medical  $318,558   $336,864 
NovaVision  18,410   24,130 
Revenue  $336,968   $360,994 
Gross Profit          
Vycor Medical  $283,076   $307,625 
NovaVision  16,886   22,570 
Gross Profit  $299,962   $330,195 
           
Operating Income (Loss)          
Vycor Medical  $71,885   $122,394 
NovaVision  (41,467)  (49,343)
Corporate  (39,950)  (39,843)
Operating Income (Loss)  $(9,532)  $33,208 

 

   March 31, 2024   December 31, 2023 
Total Assets:          
Vycor Medical  $938,967   $957,936 
NovaVision   28,759    33,623 
Discontinued operations   1,066    739 
Total Assets  $968,792   $992,298 

 

 

(b) Geographic segments

 

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 disaggregated revenues, gross profits, operating income (loss) and total assets for each segment.

 

   2024   2023 
   For the three months ended
March 31,		 
   2024   2023 
Revenue:          
United States  $335,931   $358,618 
Europe  1,037   2,376 
Revenue  $336,968   $360,994 
Gross Profit          
United States  $298,925   $327,860 
Europe  1,037   2,335 
Gross Profit  $299,962   $330,195 
Operating Income (Loss)          
United States  $36,020  $77,162 
Europe  (5,602)  (4,111)
Corporate  (39,950)  (39,843)
Operating Income (Loss)  $(9,532)  $33,208 

 

   March 31, 2024   December 31, 2023 
Total Assets:          
United States  $964,107   $985,718 
Europe   3,619    5,841 
Discontinued operations   1,066    739 
Total Assets  $968,792   $992,298 

 
v3.24.1.1.u2
EQUITY
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
EQUITY

8. EQUITY

 

Equity Transactions

 

On April 1, 2023 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 (see Note 11).

 

During each of the three months ended March 31, 2024 and 2023, the Company accrued $162,185 of dividends in respect of Company Series D Convertible Preferred shares (see Note 12).

 

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 May 15, 2024, 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.

 
v3.24.1.1.u2
STOCK-BASED COMPENSATION
 3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION

9. 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 shares of common stock granted to non-employees for each of the three months ended March 31, 2024 and 2023 was $2,364 and $3,050, respectively. As of March 31, 2024 and December 31, 2023, there was $0 of total unrecognized compensation costs related to warrant and stock awards and non-vested options (see Note 11).

 
v3.24.1.1.u2
COMMITMENTS AND CONTINGENCIES
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

10. 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 $2,700 per month. The lease terminated on August 31, 2023 and was extended for a further three years and four months to December 31, 2026. Rent expense for the three months ended March 31, 2024 and 2023 was $21,032 and $20,686 respectively.

 

 

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 as of March 31, 2024 and December 31, 2023 respectively. The Company is in the process of winding down the entity, as disclosed in Note 3.

 
v3.24.1.1.u2
CONSULTING AND OTHER AGREEMENTS
 3 Months Ended
Mar. 31, 2024
Consulting And Other Agreements  
CONSULTING AND OTHER AGREEMENTS

11. CONSULTING AND OTHER AGREEMENTS

 

The following agreements were entered into or remained in force during the periods ended March 31, 2024 and 2023:

 

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, 101,663 shares of Company Common Stock (valued at $9,455) were issued under the terms of the Agreement, which is being amortized over twelve months, with amortization for the three months ended March 31, 2024 and 2023 of $2,364 and $3,050, respectively (see Notes 8 and 9).

 
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS
 3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

12. RELATED PARTY TRANSACTIONS

 

Peter Zachariou and David Cantor, directors of the Company, are investment managers of Fountainhead which owned, at March 31, 2024, 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 each of the three months ended March 31, 2024 and 2023, the Company accrued an aggregate of $162,185 of Preferred D Stock dividends, of which $113,019 was regarding Fountainhead and $41,693 was regarding Peter Zachariou. Total accrued Preferred D Stock dividends at March 31, 2024 and December 31, 2023 was $2,432,775 and $2,270,590, respectively, of which $1,695,280 and $1,582,260 respectively, was regarding Fountainhead and $625,394 and $583,701, respectively, was regarding Peter Zachariou.

 

During the three months ended March 31, 2024 and 2023 the Company accrued interest on related party loans of $12,031 and $12,343, respectively.

 
v3.24.1.1.u2
CONCENTRATION
 3 Months Ended
Mar. 31, 2024
Risks and Uncertainties [Abstract]  
CONCENTRATION

13. 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
March 31,		 
   2024   2023 
Number of customers over 10%   0    1 
Percentage of sales   0%   11%

 

Accounts Receivable Concentration

 

   At
March 31, 2024		   At
December 31, 2023		 
         
Number of customers over 10%   0    0 
Percentage of accounts receivable   0%   0%

 

The Company has three sub-contract manufacturers from which it purchases, respectively, VBAS injection molded parts, completed and sterilized VBAS units, and 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.

 
v3.24.1.1.u2
SUBSEQUENT EVENTS
 3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

14. 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 that would require recognition or disclosure in the financial statements.
v3.24.1.1.u2
SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Mar. 31, 2024
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 FASB issued Accounting Standards Update (ASU) 2023-07 in November 2023, effective for fiscal years beginning after December 15, 2023. The ASU is designed to improve reportable segment disclosures. Management has assessed the ASU and has concluded that it does not have an impact on its accounting or reporting, as the additional disclosure effects items that are not applied at a segment level. The Company believes that other 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, ASC 606, Revenue from Contracts with Customers and all the related amendments (new revenue standard) to all contracts.

 

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 7.

 

 
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 conversion of preferred stock and convertible debt. Such potentially dilutive shares are excluded when the effect would be to increase a net income per share or reduce a net loss per share. No dilution adjustment has been made to the weighted average outstanding common shares in the periods presented because the assumed conversion of preferred stock and debt would be anti-dilutive.

 

The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share:

 

   March 31, 2024   March 31, 2023 
Debentures convertible into common stock   3,737,457    3,508,248 
Preferred shares convertible into common stock   1,272,052    1,272,052 
Total   5,009,509    4,780,300 

 
Reclassifications

Reclassifications

 

Certain prior period amounts have been reclassified to conform with the current period presentation; on the cash flow statement, proceeds from and repayments of insurance financing has been separated out rather than being netted off.
v3.24.1.1.u2
SIGNIFICANT ACCOUNTING POLICIES (Tables)
 3 Months Ended
Mar. 31, 2024
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 not included in the calculation of diluted net loss per share:

 

   March 31, 2024   March 31, 2023 
Debentures convertible into common stock   3,737,457    3,508,248 
Preferred shares convertible into common stock   1,272,052    1,272,052 
Total   5,009,509    4,780,300 
v3.24.1.1.u2
DISCONTINUED OPERATIONS (Tables)
 3 Months Ended
Mar. 31, 2024
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

 

   March 31, 2024   December 31, 2023 
ASSETS          
Current Assets          
Cash  $1,066   $739 
Total Current Assets   1,066    739 
           
TOTAL ASSETS  $1,066   $739 
           
LIABILITIES          
Current Liabilities          
Accounts payable  $4   $4 
Other current liabilities   (675)   (1,104)
Total Current Liabilities  $(671)  $(1,100)

 

 

Major line items constituting loss from discontinued operations

 

   2024   2023 
   For the three months ended
March 31,		 
   2024   2023 
         
Revenue  $-   $- 
Cost of Goods Sold   -    - 
Gross Profit   -    - 
           
Operating expenses:          
Selling, general and administrative   101    666 
Total Operating expenses   101    666 
Operating Loss   (101)   (666)
           
Other Income (Expense)          
Loss on foreign currency exchange   -    (41)
Total Other Income (Expense)   -    (41)
           
Loss Before Provision for Income Taxes   (101)   (707)
Provision for income taxes   -    - 
Loss from discontinued operations, net of tax  $(101)  $(707)
v3.24.1.1.u2
NOTES PAYABLE (Tables)
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
SUMMARY OF NOTES PAYABLE

Related Party Notes Payable consists of:

 

   March 31, 2024   December 31, 2023 
         
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 the notes were extended on their due dates for another twelve months. The Notes will be due between July 2024 and May 2025 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:

 

   March 31, 2024   December 31, 2023 
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 March 31, 2025. See further note below.  $300,000   $300,000 
Insurance policy finance agreements and current portion of EIDL Loan (see Long-Term Notes Payable below)   13,140    28,267 
Total Other Notes Payable:  $313,140   $328,267 

 

Long-Term Notes Payable consists of:

 

   March 31, 2024   December 31, 2023 
On July 7, 2020, the Company was granted 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.  $142,052   $142,908 
           
Total Long-term Notes Payable:  $142,052   $142,908 
v3.24.1.1.u2
INVENTORY (Tables)
 3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORY

 

  

March 31,

2024

  

December 31,

2023

 
         
Raw materials and work in process  $96,506   $88,236 
Finished goods   125,222    145,909 
Total Inventory  $221,728   $234,145 
v3.24.1.1.u2
LEASE (Tables)
 3 Months Ended
Mar. 31, 2024
Lease  
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

The Company recognized the following related to a lease in its unaudited consolidated balance sheets at March 31, 2024 and December 31, 2023:

 

   March 31, 2024   December 31, 2023 
         
Operating Lease ROU Assets  $138,490   $149,804 
           
Operating Lease Liabilities          
Current portion  $45,890   $45,321 
Long-term portion   88,692    100,379 
Operating Lease Liabilities Total  $134,582   $145,700 
v3.24.1.1.u2
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION (Tables)
 3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
SCHEDULE OF BUSINESS SEGMENTS INFORMATION

 

   2024   2023 
   For the three months ended
March 31,		 
   2024   2023 
Revenue:          
Vycor Medical  $318,558   $336,864 
NovaVision  18,410   24,130 
Revenue  $336,968   $360,994 
Gross Profit          
Vycor Medical  $283,076   $307,625 
NovaVision  16,886   22,570 
Gross Profit  $299,962   $330,195 
           
Operating Income (Loss)          
Vycor Medical  $71,885   $122,394 
NovaVision  (41,467)  (49,343)
Corporate  (39,950)  (39,843)
Operating Income (Loss)  $(9,532)  $33,208 

 

   March 31, 2024   December 31, 2023 
Total Assets:          
Vycor Medical  $938,967   $957,936 
NovaVision   28,759    33,623 
Discontinued operations   1,066    739 
Total Assets  $968,792   $992,298 
SUMMARY OF GEOGRAPHIC INFORMATION

 

   2024   2023 
   For the three months ended
March 31,		 
   2024   2023 
Revenue:          
United States  $335,931   $358,618 
Europe  1,037   2,376 
Revenue  $336,968   $360,994 
Gross Profit          
United States  $298,925   $327,860 
Europe  1,037   2,335 
Gross Profit  $299,962   $330,195 
Operating Income (Loss)          
United States  $36,020  $77,162 
Europe  (5,602)  (4,111)
Corporate  (39,950)  (39,843)
Operating Income (Loss)  $(9,532)  $33,208 

 

   March 31, 2024   December 31, 2023 
Total Assets:          
United States  $964,107   $985,718 
Europe   3,619    5,841 
Discontinued operations   1,066    739 
Total Assets  $968,792   $992,298 
v3.24.1.1.u2
CONCENTRATION (Tables)
 3 Months Ended
Mar. 31, 2024
Risks and Uncertainties [Abstract]  
SCHEDULE OF CONCENTRATION

 

Sales Concentration:

 

   Three Months Ended
March 31,		 
   2024   2023 
Number of customers over 10%   0    1 
Percentage of sales   0%   11%

 

Accounts Receivable Concentration

 

   At
March 31, 2024		   At
December 31, 2023		 
         
Number of customers over 10%   0    0 
Percentage of accounts receivable   0%   0%
v3.24.1.1.u2
BASIS OF PRESENTATION (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]    
Net loss $ 30,608 $ (6,862)
Working capital deficit 3,668,137  
EuroAmerican Investment Corp [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Working capital deficiency including term note 300,000  
Accrued interest $ 484,866  
Maturity date Mar. 31, 2025  
Related Party [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Related party liabilities $ 3,133,701  
v3.24.1.1.u2
SCHEDULE OF COMMON STOCK NOT INCLUDED IN CALCULATION OF DILUTED NET LOSS PER SHARE (Details) - shares
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 5,009,509 4,780,300
Debentures Convertible into Common Stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 3,737,457 3,508,248
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
v3.24.1.1.u2
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Current Assets      
Cash $ 1,066   $ 739
Total Current Assets 1,066   739
TOTAL ASSETS 1,066   739
Current Liabilities      
Accounts payable 4   4
Other current liabilities (675)   (1,104)
Total Current Liabilities (671)   $ (1,100)
Revenue  
Cost of Goods Sold  
Gross Profit  
Selling, general and administrative 101 666  
Total Operating expenses 101 666  
Operating Loss (101) (666)  
Loss on foreign currency exchange (41)  
Total Other Income (Expense) (41)  
Loss Before Provision for Income Taxes (101) (707)  
Provision for income taxes  
Loss from discontinued operations, net of tax $ (101) $ (707)  
v3.24.1.1.u2
SUMMARY OF NOTES PAYABLE (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Short-Term Debt [Line Items]    
Total Notes Payable $ 313,140 $ 328,267
Total Long term Notes Payable 142,052 142,908
Economic Injury Disaster Loan Program [Member] | CARES Act [Member]    
Short-Term Debt [Line Items]    
Total Long term Notes Payable 142,052 142,908
Insurance Policy Finance Agreements [Member]    
Short-Term Debt [Line Items]    
Total Notes Payable 13,140 28,267
EuroAmerican Investment Corp [Member]    
Short-Term Debt [Line Items]    
Total 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
v3.24.1.1.u2
SUMMARY OF NOTES PAYABLE (Details) (Parenthetical) - USD ($)
 56 Months Ended
Jul. 07, 2020
Jun. 25, 2018
Mar. 25, 2011
Nov. 17, 2022
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  
Notes interest rate     16.00%  
EuroAmerican Investment Corp [Member] | Extended Maturity [Member]        
Short-Term Debt [Line Items]        
Conversion due date     Mar. 31, 2025  
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 July 2024 and May 2025 or on demand by the Payee.
v3.24.1.1.u2
NOTES PAYABLE (Details Narrative) - EuroAmerican Investment Corp [Member] - Amendment Agreement [Member] - USD ($)
 3 Months Ended
Mar. 31, 2024
Jan. 31, 2018
Defined Benefit Plan Disclosure [Line Items]    
Other Notes Payable   $ 300,000
Offering price   $ 0.21
Conversion shares 3,737,457  
v3.24.1.1.u2
SCHEDULE OF INVENTORY (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials and work in process $ 96,506 $ 88,236
Finished goods 125,222 145,909
Total Inventory $ 221,728 $ 234,145
v3.24.1.1.u2
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Lease    
Operating Lease ROU Assets $ 138,490 $ 149,804
Current portion 45,890 45,321
Long-term portion 88,692 100,379
Operating Lease Liabilities Total $ 134,582 $ 145,700
v3.24.1.1.u2
SCHEDULE OF BUSINESS SEGMENTS INFORMATION (Details) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Segment Reporting Information [Line Items]      
Revenue $ 336,968 $ 360,994  
Gross Profit 299,962 330,195  
Operating Income (Loss) (9,532) 33,208  
Total Assets 968,792   $ 992,298
Discontinued Operations [Member]      
Segment Reporting Information [Line Items]      
Total Assets 1,066   739
Vycor Medical [Member]      
Segment Reporting Information [Line Items]      
Revenue 318,558 336,864  
Gross Profit 283,076 307,625  
Operating Income (Loss) 71,885 122,394  
Total Assets 938,967   957,936
NovaVision [Member]      
Segment Reporting Information [Line Items]      
Revenue 18,410 24,130  
Gross Profit 16,886 22,570  
Operating Income (Loss) (41,467) (49,343)  
Total Assets 28,759   $ 33,623
Corporate Segment [Member]      
Segment Reporting Information [Line Items]      
Operating Income (Loss) $ (39,950) $ (39,843)  
v3.24.1.1.u2
SUMMARY OF GEOGRAPHIC INFORMATION (Details) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenue $ 336,968 $ 360,994  
Gross Profit 299,962 330,195  
Operating Income (Loss) (9,532) 33,208  
Total Assets 968,792   $ 992,298
Discontinued Operations [Member]      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total Assets 1,066   739
Corporate Segment [Member]      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Operating Income (Loss) (39,950) (39,843)  
UNITED STATES      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenue 335,931 358,618  
Gross Profit 298,925 327,860  
Operating Income (Loss) 36,020 77,162  
Total Assets 964,107   985,718
Europe [Member]      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenue 1,037 2,376  
Gross Profit 1,037 2,335  
Operating Income (Loss) (5,602) $ (4,111)  
Total Assets $ 3,619   $ 5,841
v3.24.1.1.u2
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION (Details Narrative)
 3 Months Ended
Mar. 31, 2024
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
v3.24.1.1.u2
EQUITY (Details Narrative) - USD ($)
 3 Months Ended
Apr. 02, 2023
Mar. 31, 2024
Mar. 31, 2023
May 15, 2024
Dec. 31, 2023
Class of Stock [Line Items]          
Accrued dividends   $ 162,185 $ 162,185    
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 outstanding   32,628,835     32,628,835
Series C Preferred Stock [Member]          
Class of Stock [Line Items]          
Preferred stock, shares outstanding   1     1
Series D Preferred Stock [Member]          
Class of Stock [Line Items]          
Preferred stock, shares outstanding   270,306     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%      
Subsequent Event [Member]          
Class of Stock [Line Items]          
Common stock, shares outstanding       32,628,835  
Subsequent Event [Member] | Series C Preferred Stock [Member]          
Class of Stock [Line Items]          
Preferred stock, shares outstanding       1  
Subsequent Event [Member] | Series D Preferred Stock [Member]          
Class of Stock [Line Items]          
Preferred stock, shares outstanding       270,306  
Ricardo Komotar [Member] | Consulting Agreement [Member]          
Class of Stock [Line Items]          
Stock issued during period shares new issues 101,663        
Consultant [Member] | Ricardo Komotar [Member] | Consulting Agreement [Member]          
Class of Stock [Line Items]          
Stock issued during period shares new issues 101,663        
v3.24.1.1.u2
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Share based compensation expense $ 2,364 $ 3,050  
Non Employee Directors [Member] | Directors Deferred Compensation Plan [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Unrecognized compensation costs 0   $ 0
Non-employees [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Share based compensation expense $ 2,364 $ 3,050  
v3.24.1.1.u2
COMMITMENTS AND CONTINGENCIES (Details Narrative)
 3 Months Ended
Oct. 31, 2016
USD ($)
Oct. 31, 2016
EUR (€)
Jun. 30, 2012
USD ($)
Jun. 30, 2012
EUR (€)
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Oct. 31, 2016
EUR (€)
Jun. 30, 2012
EUR (€)
Property, Plant and Equipment [Line Items]                
Rent expense         $ 21,032 $ 20,686    
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         $ 2,700      
Lease expire date         Aug. 31, 2023      
Lease extended expire date         three years and four months      
v3.24.1.1.u2
CONSULTING AND OTHER AGREEMENTS (Details Narrative) - USD ($)
 3 Months Ended
Apr. 02, 2023
Mar. 30, 2021
Mar. 31, 2024
Mar. 31, 2023
Share based compensation expense     $ 2,364 $ 3,050
Ricardo Komotar [Member] | Consulting Agreement [Member]        
Number of common stock issued 101,663      
Number of common stock issued,value $ 9,455      
General Consultancy [Member] | Ricardo J Komotar M.D. [Member]        
Number of common stock issued for services, shares   304,989    
Milestones [Member] | Ricardo J Komotar M.D. [Member]        
Number of common stock issued for services, shares   1,219,957    
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]      
Preferred stock dividends income $ 162,185 $ 162,185  
Accrued dividends, total 2,432,775   $ 2,270,590
Increase decrease in interest payable net 12,031 12,343  
Fountainhead [Member]      
Related Party Transaction [Line Items]      
Preferred stock dividends income 113,019 113,019  
Accrued dividends, total 1,695,280   1,582,260
Peter Zachariou [Member]      
Related Party Transaction [Line Items]      
Preferred stock dividends income 41,693 $ 41,693  
Accrued dividends, total $ 625,394   $ 583,701
Directors [Member] | Fountainhead [Member] | Common Stock [Member]      
Related Party Transaction [Line Items]      
Common stock, ownership percentage 62.30%    
Directors [Member] | Fountainhead [Member] | Series D Preferred Stock [Member]      
Related Party Transaction [Line Items]      
Common stock, ownership percentage 69.70%    
Chairman [Member] | Fountainhead [Member] | Common Stock [Member]      
Related Party Transaction [Line Items]      
Common stock, ownership percentage 15.00%    
Chairman [Member] | Fountainhead [Member] | Series D Preferred Stock [Member]      
Related Party Transaction [Line Items]      
Common stock, ownership percentage 25.70%    
v3.24.1.1.u2
SCHEDULE OF CONCENTRATION (Details) - Customer Concentration Risk [Member] - Integer
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenue Benchmark [Member]    
Concentration Risk [Line Items]    
Number of customers over 10% 0 1
Revenue Benchmark [Member] | Customer One [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage 0.00% 11.00%
Accounts Receivable [Member]    
Concentration Risk [Line Items]    
Number of customers over 10% 0 0
Accounts Receivable [Member] | Customer One [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage 0.00% 0.00%
v3.24.1.1.u2
CONCENTRATION (Details Narrative)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Manufacturer Three [Member] | Purchase [Member] | Customer Concentration Risk [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage 10.00% 10.00%
Vycor Medical (QB) (USOTC:VYCO)
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