Current Report Filing (8-k)
February 27 2017 - 11:59AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 23, 2017
Vycor
Medical, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-34932
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20-3369218
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(State
or Other Jurisdiction of
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(Commission
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(I.R.S.
Employer
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Incorporation)
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File
No.)
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Identification
No.)
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6401
Congress Ave., Suite 140, Boca Raton, FL
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33487
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 561-558-2000
n/a
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE
OF CONTENTS
Item
1.01 Entry into a Material Definitive Agreement.
On
February 23, 2017, Vycor Medical, Inc. (“Vycor” or the “Company”) completed the sale of $656,110 in shares
of Vycor Common Stock (each a “Share”) and Warrants (together with the Shares, the “Securities”) to accredited
investors (the “Investors”). The Shares were issued in a private placement (the “Private Placement”) pursuant
to the terms of Stock Purchase Agreements between the Company and each of the Investors, and was limited to current shareholders
of the Company as of November 9, 2016 (the “Record Date”). Together with the sale of $618,607 in shares sold in a
closing on January 11, 2017, a total of $1,274,717 has been sold in the Private Placement.
The
Private Placement was undertaken as a private placement offering under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Act”) and Rule 506(b) of Regulation D promulgated under the Act since, among other things, the transaction did
not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale
in connection with any distribution thereof. The net proceeds will be used for the further development of both the Vycor VBAS
and NovaVision divisions, as well as for general working capital.
The
Securities comprised one Share at a purchase price $0.21 per share and a Warrant to purchase one Share at an exercise price of
$0.27, exercisable over a period of three (3) years. A total of 6,070,079 Shares and Warrants to purchase 6,070,079 Shares were
issued in the Private Placement.
Item
3.02 Unregistered Sales of Equity Securities.
Information
provided in Item 1.01 is incorporated in this Item 3.02 by reference. The securities referenced herein were issued in reliance
upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as
amended, (“Securities Act”), and Regulation D, as promulgated by the U.S. Securities and Exchange Commission under
the Securities Act and Role 506(b) thereunder.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
VYCOR
MEDICAL, INC.
By:
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/s/
David Cantor
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Name:
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David
Cantor
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Title:
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President
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Dated:
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February
27, 2017
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