Amended Statement of Beneficial Ownership (sc 13d/a)
October 09 2019 - 1:54PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
Thirty-Second
Amendment
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
VYCOR
MEDICAL, INC.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.0001
(Title
of Class of Securities)
92921M203
(CUSIP
Number)
Fountainhead
Capital Management Limited
17
Bond Street
St.
Helier, Jersey, Channel Islands JE2 3NP
+44
(0)1534 630112
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 30,
2019
(Date
of Event which Requires Filing Statement on Schedule 13D)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
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1.
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NAMES
OF REPORTING PERSONS
Fountainhead
Capital Management Limited
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
OO
(See Item 3 below)
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Jersey,
Channel Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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SOLE
VOTING POWER 14,571,952
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8.
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SHARED
VOTING POWER 0
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9.
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SOLE
DISPOSITIVE POWER 14,571,952
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10.
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SHARED
DISPOSITIVE POWER 0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,571,952
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.34%
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14.
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TYPE
OF REPORTING PERSON
CO
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EXPLANATORY
NOTE
The
purpose of this Schedule 13D filing is to update the ownership of Vycor Medical, Inc. (“the Company”) Common Stock,
par value $0.0001 (“Vycor Common Shares”). On September 30, 2019, the Company issued to Fountainhead an aggregate
of 535,714 shares of Company Common Stock pursuant to its Fountainhead Consultancy Agreement. As a result of such issuance, Fountainhead’s
previously-reporting holdings of Vycor Common Stock (including shares which it has the option to acquire within sixty (60) days
of such date) were adjusted to a total of 14,571,952 shares, comprising ownership of 13,911,952 Vycor Common Shares
and Options to purchase 660,000 Vycor Common Shares at $0.27 per share for a period of three (3) years from June 30, 2018.
This
Schedule 13D is being filed by Fountainhead Capital Management Limited to disclose its ownership of approximately 57.34%
of the Company’s outstanding Common Stock.
Item
1. Security and Issuer.
The
name of the issuer is Vycor Medical, Inc., a Delaware corporation which has its principal offices at 951 Broken Sound Boulevard.
Suite 320, Boca Raton, FL 33487. This statement relates to the Company’s common stock, $0.0001 par value per share.
Item
2. Identity and Background.
(a).
This Schedule 13D is being filed by Fountainhead Capital Management Limited, a Jersey, C.I. corporation, which has its principal
offices at 17 Bond Street, St. Helier, Jersey, Channel Islands JE2 3NP (the “Reporting Person”).
During
the last five years, the Reporting Person has not been (A) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
The
reporting person received 535,714 shares of Company Common Stock pursuant to its Fountainhead Consultancy Agreement.
Item
4. Purpose of Transaction.
The
reporting person received 535,714 shares of Company Common Stock pursuant to its Fountainhead Consultancy Agreement.
Except
as set forth in this Schedule 13D, the Reporting Person has made no proposals, and has entered into no agreements, which would
be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
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(a)
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The
Reporting Person is the beneficial owner of 14,571,952 shares of the Company’s common stock, representing approximately
57.34% of the outstanding shares of the Company’s common stock. Said amount includes all shares issuable to the
Reporting Person on account of all Warrants or Options held by the Reporting Person convertible or exercisable within sixty
(60) days of the date of this report. Other than as described therein, the Reporting Person does not own any other securities
of the Company. The holder believes the number of shares of the Company’s outstanding common stock including Fountainhead’s
Warrants exercisable within sixty (60) days of the date of this report to be 25,412,836 as of October 1, 2019.
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(b)
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The
Reporting Person has the sole power to vote and dispose of the 14,571,952 shares, less the number of shares which are
currently subject to issuance only upon the exercise of Warrants or Options.
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(c)
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Except
for the transactions described in the Explanatory Note above, the Reporting Person did not effect any transactions in the
issuer’s securities within the past 60 days.
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(d)
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No
other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the Reporting Person’s securities.
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(e)
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except
as described in the Explanatory Note, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Person and any other person with respect to any securities of the issuer, including, but not limited to transfer
or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of proxies.
Item
7. Material to be Filed as Exhibits.
None
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dated:
October 8, 2019
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By:
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/s/
Claire Louise Farrow
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Name:
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Claire
Louise Farrow,
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Director
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By:
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/s/
Claire Louise Machin
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Name:
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Claire
Louise Machin,
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Director
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