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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the fiscal quarter ended September 30, 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 33,372,796 shares outstanding of registrant’s common stock, par value $0.0001 per share, as of November 13, 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 September 30, 2024 and December 31, 2023 3
     
  Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2024 and 2023. 4
     
  Unaudited Consolidated Statements of Stockholders’ Deficiency for the three and nine months ended September 30, 2024 and 2023. 5
     
  Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 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)

 

   September 30,   December 31, 
   2024   2023 
ASSETS          
Current Assets          
Cash  $157,633   $57,291 
Trade accounts receivable   238,700    215,231 
Inventory   187,627    234,145 
Prepaid expenses and other current assets   158,500    76,684 
Current assets of discontinued operations   970    739 
Total Current Assets   743,430    584,090 
           
Fixed assets, net   209,732    252,404 
           
Intangible and Other assets:          
Security deposits   6,000    6,000 
Operating lease - right of use assets   115,442    149,804 
Total Intangible and Other assets   121,442    155,804 
TOTAL ASSETS  $1,074,604   $992,298 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY          
Current Liabilities          
Accounts payable  $150,980   $117,801 
Accrued interest: Other   508,931    472,897 
Accrued interest: Related Party   232,965    195,522 
Accrued liabilities - Other   187,995    151,816 
Dividends payable - Related Party   2,594,960    2,270,590 
Notes payable: Related Party   493,373    493,373 
Notes payable: Other   337,179    328,267 
Current operating lease liabilities   47,178    45,321 
Current liabilities of discontinued operations   (672)   (1,100)
Total Current Liabilities   4,552,889    4,074,487 
           
Operating lease liability - long term   64,745    100,379 
Loan payable - SBA EIDL   140,316    142,908 
           
Total Liabilities   4,757,950    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 September 30, 2024 and December 31, 2023 respectively   -    - 
Preferred D Stock, 270,306 and 270,306 shares issued and outstanding as at September 30, 2024 and December 31, 2023 respectively   27    27 
Common Stock, $0.0001 par value, 55,000,000 shares authorized at September 30, 2024 and December 31, 2023, 33,476,130 and 32,732,169 shares issued and 33,372,796 and 32,628,835 shares outstanding at September 30, 2024 and December 31, 2023 respectively   3,348    3,273 
Additional Paid-in Capital   29,431,958    29,365,070 
Treasury Stock (103,334 shares of Common Stock as at September 30, 2024 and December 31, 2023 respectively, at cost)   (1,033)   (1,033)
Accumulated Deficit   (33,245,323)   (32,820,490)
Accumulated Other Comprehensive Income   127,677    127,677 
Total Stockholders’ Deficiency   (3,683,346)   (3,325,476)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY  $1,074,604   $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 September 30,   For the nine months ended September 30, 
   2024   2023   2024   2023 
                 
Revenue  $390,852   $308,593   $1,134,098   $1,152,355 
Cost of Goods Sold   36,796    32,334    108,965    102,930 
Gross Profit   354,056    276,259    1,025,133    1,049,425 
                     
Operating Expenses:                    
Research and development   6,425    7,250    8,688    20,308 
Depreciation and amortization   14,880    14,377    44,641    43,126 
Selling, general and administrative   367,886    280,113    1,000,293    881,744 
Total Operating Expenses   389,191    301,740    1,053,622    945,178 
Operating income (loss)   (35,135)   (25,481)   (28,489)   104,247 
                     
Other Income (Expense)                    
Interest expense: Related Party   (12,571)   (12,436)   (37,443)   (37,080)
Interest expense: Other   (13,419)   (13,484)   (40,084)   (40,077)
Other Income   1,458    -    6,002    - 
Loss on foreign currency exchange   (103)   (78)   (252)   (209)
Total Other Income (Expense)   (24,635)   (25,998)   (71,777)   (77,366)
                     
Income (Loss) Before Provision for Income Taxes   (59,770)   (51,479)   (100,266)   26,881 
Provision for income taxes   -    -    -    - 
Net Income (Loss) from continuing operations   (59,770)   (51,479)   (100,266)   26,881 
Loss from discontinued operations, net of tax   (47)   (425)   (197)   (3,517)
Net Income (Loss)   (59,817)   (51,904)   (100,463)   23,364 
                     
Preferred stock dividends   (162,185)   (162,185)   (324,370)   (324,370)
Net Loss Available to Common Stockholders  $(222,002)  $(214,089)  $(424,833)  $(301,006)
                     
Other Comprehensive Income (Loss)                    
Foreign Currency Translation Adjustment   -    -    -    2 
Comprehensive Income (Loss)  $(59,817)  $(51,904)  $(100,463)  $23,366 
                     
Loss Per Share - basic and diluted                    
Loss from continuing operations  $(0.01)  $(0.01)  $(0.01)  $(0.01)
Loss from discontinued operations  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Loss available to common stockholders  $(0.01)  $(0.01)  $(0.01)  $(0.01)
                     
Weighted Average Number of Shares Outstanding – Basic and Diluted   32,903,493    32,628,835    32,721,056    32,595,320 

 

See accompanying notes to consolidated financial statements

 

4
 

 

VYCOR MEDICAL, INC.

Consolidated Statements of Stockholders’ Deficiency

(Unaudited)

 

   Number   Amount   Number   Amount   Number   Amount   Number   Amount   Capital   Deficit   (Loss)   Total 
   Common Stock   Preferred C   Preferred D   Treasury Stock  

Additional

Paid-in

   Accumulated  

Accum

OCI

    
   Number   Amount   Number   Amount   Number   Amount   Number   Amount   Capital   Deficit   (Loss)   Total 
Balance at June 30, 2024   32,732,169   $3,273    1   $0    270,306   $27    (103,334)  $(1,033)  $29,365,070   $(33,023,321)  $127,677   $(3,528,307)
Issuance of stock for board and consulting fees   813,971    82                                  73,175              73,257 
Repurchase and cancellation of stock   (70,010)    (7)                                  (6,287)              (6,294) 
Net loss for three months ended September 30, 2024    -    -     -     -     -    -     -     -     -     (59,817)   -     (59,817)
Preferred Stock dividends                                                (162,185)        (162,185)
Balance at September 30, 2024   33,476,130   $3,348    1   $0    270,306   $27    (103,334)  $(1,033)  $29,431,958   $(33,245,323)  $127,677   $(3,683,346)
                                                             
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)
Issuance of stock for board and consulting fees   813,971    82                                  73,175              73,257 
Repurchase and cancellation of stock   (70,010)    (7)                                  (6,287)              (6,294)
Net loss for nine months ended September 30, 2024    -    -     -     -      -    -     -     -     -     (100,463)   -     (100,463)
Preferred Stock dividends                                                (324,370)        (324,370)
Balance at September 30, 2024   33,476,130   $3,348    1   $0    270,306   $27    (103,334)  $(1,033)  $29,431,958   $(33,245,323)  $127,677   $(3,683,346)

 

                                                    
                                   Additional       Accum     
   Common Stock   Preferred C   Preferred D   Treasury Stock   Paid-in   Accumulated  

OCI

    
   Number   Amount   Number   Amount   Number   Amount   Number   Amount   Capital   Deficit   (Loss)   Total 
                                                 
Balance at June 30, 2023   32,732,169   $3,273    1   $0    270,306   $27    (103,334)  $(1,033)  $29,365,070   $(32,513,346)  $127,677   $(3,018,332)
Net loss for three months ended September 30, 2023   -     -     -     -     -     -     -      -     -     (51,904)   -     (51,904)
Preferred Stock dividends                                                (162,185)        (162,185)
Balance at September 30, 2023   32,732,169   $3,273    1   $0    270,306   $27    (103,334)  $(1,033)  $29,365,070   $(32,727,435)  $127,677   $(3,232,421)
                                                             
Balance at December 31, 2022   32,630,506   $3,263    1   $0    270,306   $27    (103,334)  $(1,033)  $29,355,626   $(32,426,429)  $127,675   $(2,940,871)
Issuance of stock for board and consulting fees   101,663    10                                  9,444              9,454 
Foreign currency translation adjustment                                                     2    2 
Net income for nine months ended September 30, 2023   -     -     -     -     -     -     -     -     -     23,364    -     23,364 
Preferred Stock dividends                                                (324,370)        (324,370)
Balance at September 30, 2023   32,732,169   $3,273    1   $0    270,306   $27    (103,334)  $(1,033)  $29,365,070   $(32,727,435)  $127,677   $(3,232,421)

 

See accompanying notes to consolidated financial statements

 

5
 

 

VYCOR MEDICAL, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

         
   For the nine months ended 
   September 30,   September 30, 
   2024   2023 
Cash flows from operating activities:          
Net income (loss)  $(100,463)  $23,364 
Adjustments to reconcile net income (loss) to cash provided by operating activities:          
Depreciation of fixed assets   47,041    45,650 
Allowance for doubtful accounts – accounts receivable   3,375    - 
Stock based compensation   8,469    7,777 
           
Changes in operating assets and liabilities:          
Accounts receivable   (26,844)   (99,062)
Inventory   46,518    44,135 
Prepaid expenses   (22,737)   (15,519)
Accrued interest - Related Party   37,443    37,080 
Accrued interest - Other   36,034    35,901 
Accounts payable   33,179    (86,315)
Accrued liabilities - Other   36,179    29,996 
Changes in discontinued operations, net   197    915 
Cash provided by operating activities   98,391    23,922 
Cash flows from investing activities:          
Purchase of fixed assets net of sales   (4,369)   (3,482)
Cash used by investing activities   (4,369)   (3,482)
Cash flows from financing activities:          
Proceeds - Notes Payable Other   60,980    64,786 
Repayments - Notes Payable Other   (54,660)   (53,208)
Cash provided by financing activities   6,320    11,578 
Effect of exchange rate changes on cash   -    2 
Net increase in cash   100,342    32,020 
Cash at beginning of period   57,291    37,035 
Cash at end of period  $157,633   $69,055 
           
Supplemental Disclosures of Cash Flow information:          
Cash paid for interest  $4,050   $4,176 
Cash paid for income tax  $-   $- 
Non-Cash Activities          
Non-cash accrued dividends  $324,370   $324,370 
Unamortized stock compensation  $

67,152

   $

4,727

 

 

See accompanying notes to consolidated financial statements

 

6
 

 

VYCOR MEDICAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 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 $100,463 for the nine months ended September 30, 2024 and has not generated sufficient positive cash flows from operations. As of September 30, 2024 the Company had a working capital deficiency of $3,809,459 which includes related party liabilities of $3,321,298. 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 $508,931, 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 November 30, 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.

 

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.

 

7
 

 

Accounting for Share Repurchases

 

During the nine months ended September 30, 2024 the Company repurchased shares from a single shareholder. The Company followed guidance ASC 505-30-30, retiring the stock and reducing Equity by the nominal value of the shares repurchased and reducing Additional Paid In Capital by the balance of the consideration paid.

 

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 of net loss 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 where a net loss is reported:

 

   September 30, 2024   September 30, 2023 
Debentures convertible into common stock   3,852,052    3,622,848
Preferred shares convertible into common stock   1,272,052    1,272,052
Total   5,124,104    4,894,900

 

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; on the statements of stockholders’ deficiency, net income (loss) for the period and preferred stock dividends have been separated out rather than being combined.

 

8
 

 

3. DISCONTINUED OPERATIONS

 

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

 

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

 

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

 

   September 30,   December 31, 
   2024   2023 
ASSETS          
Current Assets          
Cash  $970   $739 
Total Current Assets   970    739 
           
TOTAL ASSETS  $970   $739 
           
LIABILITIES          
Current Liabilities          
Accounts payable  $4   $4 
Other current liabilities   (676)   (1,104)
Total Current Liabilities  $(672)  $(1,100)

 

Major line items constituting loss from discontinued operations

 

   2024   2023   2024   2023 
  

For the three months ended

September 30,

  

For the nine months ended

September 30,

 
   2024   2023   2024   2023 
                 
Revenue  $-   $-   $-   $- 
Cost of Goods Sold   -    -    -    - 
Gross Profit   -    -    -    - 
                     
Operating Expenses:                    
Selling, general and administrative   47    425    197    3,365 
Total Operating Expenses   (47)   (425)   (197)   (3,365)
Operating Loss   (47)   (425)   (197)   (3,365)
                     
Other Income (Expense)                    
Loss on foreign currency exchange   -    -    -    (152)
Total Other Income (Expense)   -    -    -    (152)
                     
Loss Before Provision for Income Taxes   (47)   (425)   (197)   (3,517)
Provision for income taxes   -    -    -    - 
Loss from discontinued operations, net of tax  $(47)  $(425)  $(197)  $(3,517)

 

9
 

 

4. NOTES PAYABLE

 

Related Parties Notes Payable

 

Related Party Notes Payable consists of:

 

   September 30, 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, 2025 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 December 2024 and November 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:

 

   September 30, 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)   37,179    28,267 
Total Other Notes Payable:  $337,179   $328,267 

 

Long-Term Notes Payable consists of:

 

   September 30, 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.  $140,316   $142,908 
           
Total Long-term Notes Payable:  $140,316   $142,908 

 

10
 

 

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 3,852,052 shares of Common Stock as of September 30, 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.

 

5. INVENTORY

 

  

September 30,

2024

  

December 31,

2023

 
         
Raw materials and work in process  $79,319   $88,236 
Finished goods   108,308    145,909 
Total Inventory  $187,627   $234,145 

 

6. LEASE

 

The Company recognized the following related to a lease in its unaudited consolidated balance sheets at September 30, 2024 and December 31, 2023:

 

   September 30, 2024   December 31, 2023 
         
Operating Lease ROU Assets  $115,442   $149,804 
           
Operating Lease Liabilities          
Current portion  $47,178   $45,321 
Long-term portion   64,745    100,379 
Operating Lease Liabilities Total  $111,923   $145,700 

 

11
 

 

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   2024   2023 
   For the three months ended September 30,   For the nine months ended September 30, 
   2024   2023   2024   2023 
Revenue:                
Vycor Medical  $372,837   $287,559   $1,078,644   $1,087,758 
NovaVision   18,015    21,034    55,454    64,597 
Revenue  $390,852   $308,593   $1,134,098   $1,152,355 
Gross Profit                    
Vycor Medical  $337,404   $256,435   $973,443   $989,288 
NovaVision   16,652    19,824    51,690    60,137 
Gross Profit  $354,056   $276,259   $1,025,133   $1,049,425 
                     
Operating Income (Loss)                    
Vycor Medical  $52,688   $60,373   $223,061   $366,360 
NovaVision   (43,215)   (41,868)   (127,783)   (146,592)
Corporate   (44,608)   (43,986)   (123,767)   (115,521)
Operating Income (Loss)  $(35,135)  $(25,481)  $(28,489)  $104,247 

 

    September 30,     December 31,  
    2024     2023  
Total Assets:                
Vycor Medical   $ 1,028,839     $ 957,936  
NovaVision     44,795       33,623  
Discontinued operations     970       739  
Total Assets   $ 1,074,604     $ 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   2024   2023 
   For the three months ended September 30,   For the nine months ended September 30, 
   2024   2023   2024   2023 
Revenue:                
United States  $389,477   $306,929   $1,131,150   $1,147,054 
Europe   1,375    1,664    2,948    5,301 
Revenue  $390,852   $308,593   $1,134,098   $1,152,355 
Gross Profit                    
United States  $352,720   $274,620   $1,022,224   $1,044,223 
Europe   1,336    1,639    2,909    5,202 
Gross Profit  $354,056   $276,259   $1,025,133   $1,049,425 
Operating Income (Loss)                    
United States  $15,312   $24,228   $113,166   $234,609 
Europe   (5,839)   (5,723)   (17,888)   (14,841)
Corporate   (44,608)   (43,986)   (123,767)   (115,521)
Operating Income (Loss)  $(35,135)  $(25,481)  $(28,489)  $104,247 

 

   September 30,   December 31, 
   2024   2023 
Total Assets:          
United States  $1,064,821   $985,718 
Europe   8,813    5,841 
Discontinued operations   970    739 
Total Assets  $1,074,604   $992,298 

 

12
 

 

8. EQUITY

 

Equity Transactions

 

On August 16, 2024 pursuant to a Share Purchase Agreement, Vycor repurchased and cancelled 70,010 shares of Company Common Stock from Alvaro Pascual-Leone M.D. for a total purchase price of $6,294.

 

On August 27, 2024 Vycor issued 813,971 shares of Company Common Stock (valued at $73,257) to Maxim Group LLC (“Maxim”) pursuant to a financial advisory and investment banking services agreement, to be amortized over twelve months. The amortization for the three and nine months ended September 30, 2024 was $6,105 (see Note 11)

 

During each of the three and nine months ended September 30, 2024 and 2023, the Company accrued $162,185 and $324,370 of dividends in respect of Company Series D Convertible Preferred shares (see Note 12).

 

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).

 

Equity Classes

 

Our authorized capital stock consists of 55,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share, the rights and preferences of which may be established from time to time by our board. As of November 13, 2024, there were 33,372,796 shares of common stock, one (1) share of Series C Preferred Stock (“Preferred C Stock”) and 270,306 shares of Series D Preferred Stock (“Preferred D 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.

 

Preferred C Stock shares 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.

 

Preferred D Stock shares 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 semi-annually in February and August of each year. 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 nine months ended September 30, 2024 and 2023 was $8,469 and $7,777 respectively. Aggregate stock-based compensation for shares of common stock granted to non-employees for each of the three months ended September 30, 2024 and 2023 was $6,105 and $2,363 respectively. As of September 30, 2024 and December 31, 2023, there was $67,152 and $2,364 respectively of total unrecognized compensation costs related to warrant and stock awards and non-vested options (see Note 11).

 

13
 

 

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 nine months ended September 30, 2024 and 2023 was $62,856 and $53,535 respectively. Rent expense for the three months ended September 30, 2024 and 2023 was $20,535 and $16,362 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 September 30, 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 September 30, 2024 and 2023:

 

On August 27, 2024 Vycor entered into a financial advisory and investment banking services agreement (“Agreement”) with Maxim. Under the terms of the Agreement, Maxim will assist Vycor in its strategy to grow the Company through strategic acquisitions and assist the Company with efforts to position itself for a potential uplisting to a US exchange. Vycor issued 813,971 shares of Company Common Stock (valued at $73,257, see Note 8) and additional fees would be payable under the agreement subject to the closing of acquisitions or other investment banking transactions.

 

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. On April 1, 2023, 101,663 shares of Company Common Stock (valued at $9,455) were issued under the terms of the Agreement, which was amortized over twelve months, with amortization for the three and nine months ended September 30, 2024 and 2023 of $0 and $2,364 and $2,363 and $7,777, 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 September 30, 2024, 60.9% 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 nine months ended September 30, 2024 and 2023, the Company accrued an aggregate of $324,370 of Preferred D Stock dividends, of which $226,037 was regarding Fountainhead and $83,386 was regarding Peter Zachariou. Total accrued Preferred D Stock dividends at September 30, 2024 and December 31, 2023 was $2,594,960 and $2,270,590, respectively, of which $1,808,297 and $1,582,260 respectively, was regarding Fountainhead and $667,087 and $583,701, respectively, was regarding Peter Zachariou.

 

During the nine months ended September 30, 2024 and 2023 the Company accrued interest on related party loans of $37,443 and $37,080, respectively.

 

During the three months ended September 30, 2024 and 2023 the Company accrued interest on related party loans of $12,571 and $12,436, respectively.

 

14
 

 

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:

 

   For the three months
ended September 30,		   For the nine months
ended September 30,		 
   2024   2023   2024   2023 
                 
Number of customers over 10%   0    1    0    1 
Percentage of sales   0%   16%   0%   12%

 

Accounts Receivable Concentration

 

  

At

September 30, 2024

  

At

December 31, 2023

 
         
Number of customers over 10%   -    - 
Percentage of accounts receivable   -%   -%

 

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.

 

15
 

 

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

 

Forward Looking Statements

 

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

 

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

 

1. Organizational History

 

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

 

2. Overview of Business

 

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

 

16
 

 

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. The strategy for Vycor Medical includes: increasing market penetration in the US; increasing international growth in territories where we are not represented or under-represented; continued new product development in response to market demands and demonstrating applicability in a broader range of pathologies; and adding products complementary to VBAS where the Company is able to leverage its existing distribution network.

 

The strategy 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 patient and professional products is by partnering with entities that have either direct access to the end users or the technological capability to leverage the NovaVision therapy platform, particular in digital health and into non-medical areas. 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.

 

In August 2024 the Company engaged the services of Maxim Group LLC to assist in its strategy to accelerate the growth of the Company through strategic acquisitions and partnerships.

 

Comparison of the Three Months Ended September 30, 2024 to the Three Months Ended September 30, 2023

 

Revenue and Gross Margin:

 

   Three months ended September 30, 
   2024   2023   % Change 
Revenue:               
Vycor Medical  $372,837   $287,559    30%
NovaVision   18,015    21,034    -14%
   $390,852   $308,593    27%
Gross Profit               
Vycor Medical  $337,404   $256,435    32%
NovaVision   16,652    19,824    -16%
   $354,056   $276,259    28%

 

Vycor Medical recorded revenue of $372,837 from the sale of its products for the three months ended September 30, 2024, an increase of $85,278, or 30%, over the same period in 2023, primarily in the US. Gross margin of 90% and 89% was recorded for the three months ended September 30, 2024 and 2023, respectively.

 

NovaVision recorded revenues of $18,015 for the three months ended September 30, 2024, a decrease of $3,019, or (14%), over the same period in 2023. Gross margin was 92%, compared to 94% for the same period in 2023.

 

17
 

 

Selling, General and Administrative Expenses:

 

Selling, general and administrative expenses increased by $87,773 to $367,886 for the three months ended September 30, 2024 from $280,113 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 September 30, 2024 was $6,105, a $3,742 increase from the charge in 2023. Also included within Selling, General and Administrative Expenses are Sales Commissions, which increased by $26,613 from $50,088 in 2023 to $76,701 in 2024 reflecting higher US sales during the current period of 2024.

 

The remaining Selling, General and Administrative expenses increased by $57,418 from $227,662 in 2023 to $285,080 in 2024, as follows:

 

Regulatory  $33,915 
Payroll   21,371 
Other   2,132 
   $57,418 

 

Interest Expense:

 

Interest comprises expense on the Company’s debt and insurance policy financing. Related Party Interest expense for the three months ended September 30, 2024 was $12,571 compared to $12,436 for 2023. Other Interest expense for the three months ended September 30, 2024 was $13,419 compared to $13,484 for 2023.

 

Other Income:

 

Other income comprises the historic customer credits written off of $1,458 during the three months ended September 30, 2024.

 

Operating loss from Discontinued Operations:

 

Operating loss from Discontinued Operations decreased by $378 to $47 in 2024 from $425 in 2023; the Company has some minor ongoing costs related to the wind-down of the discontinued operations in Germany but no revenues.

 

Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023

 

Revenue and Gross Margin:

 

   Nine months ended 
   September 30, 
   2024   2023   % Change 
Revenue:               
Vycor Medical  $1,078,644   $1,087,758    -1%
NovaVision   55,454    64,597    -14%
   $1,134,098   $1,152,355    -2%
Gross Profit               
Vycor Medical  $973,443   $989,288    -2%
NovaVision   51,690    60,137    -14%
   $1,025,133   $1,049,425    -2%

 

Vycor Medical recorded revenue of $1,078,644 from the sale of its products for the nine months ended September 30, 2024, a decrease of $9,114, or (1%), over the same period in 2023. The 2023 revenues included an international pre-order of which approximately $35,000 related to sales that would normally have occurred in the October to December 2023 period. Gross margin of 90% and 91% was recorded for the nine months ended September 30, 2024 and for the same period in 2023.

 

NovaVision recorded revenues of $55,454 for the nine months ended September 30, 2024, a decrease of $9,143, or (14%), over the same period in 2023. Gross margin was 93% for both periods in 2024 and 2023.

 

18
 

 

Selling, General and Administrative Expenses:

 

Selling, general and administrative expenses increased by $118,549 to $1,000,293 for the nine months ended September 30, 2024 from $881,744 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 nine months ended September 30, 2024 was $8,469, an increase of $692 from $7,777 in 2023. Also included within Selling, General and Administrative Expenses are Sales Commissions, which increased by $14,513 from $208,559 in 2023 to $223,072 in 2024 reflecting higher US sales during the current period of 2024.

 

The remaining Selling, General and Administrative expenses increased by $103,344 from $665,408 to $768,752 in 2024 as follows:

 

Regulatory  $57,635 
Rent   9,321 
Scientific and clinical consulting   8,300 
Other   28,088 
Total change  $103,344 

 

Interest Expense:

 

Interest comprises expense on the Company’s debt and insurance policy financing. Related Party Interest expense for the nine months ended September 30, 2024 was $37,443 compared to $37,080 for 2023. Other Interest expense for the nine months ended September 30, 2024 was $40,084 compared to $40,077 for 2023.

 

Other Income:

 

Other income comprises the historic customer credits written off of $6,002 during the nine months ended September 30, 2024.

 

Operating loss from Discontinued Operations:

 

Operating loss from Discontinued Operations decreased by $3,320 to $197 in 2024 from $3,517 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 September 30, 2024 and December 31, 2023:

 

   September 30, 2024   December 31, 2023   $ Change 
Cash  $157,633   $57,291   $100,342 
Accounts receivable, inventory and other current assets  $585,797   $526,799   $58,998 
Total current liabilities  $(4,552,889)  $(4,074,487)  $(478,402)
Working capital  $(3,809,459)  $(3,490,397)  $(319,062)

 

The following table shows cash flow for the periods ended September 30, 2024 and 2023:

 

   September 30, 2024   September 30, 2023   $ Change 
Cash provided by operating activities  $98,391   $23,922   $74,469 
Cash used in investing activities  $(4,369)  $(3,482)  $(887)
Cash provided by financing activities  $6,320   $11,578   $(5,258)
Effect of exchange rate changes on cash  $-   $2   $(2)
Net increase in cash  $100,342   $32,020   $68,322 

 

19
 

 

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 nine months ended September 30, 2024 and 2023, with a commentary of changes during the periods and known or anticipated future changes:

 

   September 30, 2024   September 30, 2023   $ Change 
Net income (loss)  $(100,463)  $23,364   $(123,827)
                
Adjustments to reconcile net income (loss) to cash provided by operating activities:               
Depreciation of fixed assets  $47,041   $45,650   $1,391 
Allowance for doubtful accounts - accounts receivable  $3,375   $-   $3,375 
Stock based compensation  $8,469   $7,777   $692 
   $58,885   $53,427   $5,458 
                
Net income (loss) adjusted for non-cash items  $(41,578)  $76,791   $(118,369)
Changes in working capital               
Accounts receivable  $(26,844)  $(99,062)  $72,218 
Accounts payable and accrued liabilities  $69,358   $(56,319)  $125,677 
Inventory  $46,518   $44,135   $2,383 
Prepaid expenses  $(22,737)  $(15,519)  $(7,218)
Accrued interest (not paid in cash)  $73,477   $72,981   $496 
Changes in discontinued operations, net  $197   $915   $(718)
   $139,969   $(52,869)  $192,838 
                
Cash provided by operating activities  $98,391   $23,922   $74,469 

 

The adjustments to reconcile net loss to cash of $58,885 in the period have no impact on liquidity. The negative change in net income (loss) adjusted for non-cash items of $118,369 was primarily due a decrease in sales and an increase in certain expenses, particularly regulatory. The change in accounts payable and accrued liabilities of $125,677 between the 2024 and 2023 periods was partly due to the settlement of expenses during the 2023 period that were incurred during the final quarter of 2022 and a timing increase in accounts payable and accrued liabilities in the 2024 period.

 

Additional inventory of $46,292 was purchased during the nine months ended September 30, 2024 as part of normal production, and the Company anticipates purchasing additional new inventory of approximately $100,000 during the next twelve months for VBAS devices.

 

Investing Activities. Cash used for the purchase of chinrests, net of sales, during the nine months ended September 30, 2024 and 2023 was $4,369 and $3,482, respectively. The Company anticipates limited investing activities during the next twelve months.

 

Financing Activities. During the nine months ended September 30, 2024, the Company repaid loans primarily related to insurance of $54,660 and received insurance financing proceeds of $60,980. During the nine months ended September 30, 2023 the Company received insurance financing proceeds of $64,786 and made repayments of $53,208.

 

20
 

 

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 $100,463 for the nine months ended September 30, 2024 and has not generated sufficient positive cash flows from operations. As of September 30, 2024 the Company had a working capital deficiency of $3,809,459, which includes related party liabilities of $3,321,298. 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 growth in revenues. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”), together with accrued interest of $508,931, 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 November 30, 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.

 

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.

 

21
 

 

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.

 

PART II

 

ITEM 1. LEGAL PROCEEDINGS

 

We are subject from time to time to litigation, claims and suits arising in the ordinary course of business. As of November 13, 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

 

Issuance Type  Security   Shares 
Advisory agreement fees: Maxim Group LLC   Common    813,971 
Shares repurchase and cancelled: Alvaro Pascual-Leone   Common    (70,010)

 

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 November 13, 2024

 

  Vycor Medical, Inc.
  (Registrant)
     
  By: /s/ Peter C. Zachariou
    Peter C. Zachariou
    Chief Executive Officer and Director
    (Principal Executive Officer)
     
  Date November 13, 2024
     
  By: /s/ Adrian Liddell
    Adrian Liddell
    Chairman of the Board and Director
    (Principal Financial and Accounting Officer)
     
  Date November 13, 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 September 30, 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: November 13, 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 September 30, 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: November 13, 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 September 30, 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: November 13, 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 September 30, 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: November 13, 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.

 

 

 

v3.24.3
Cover - $ / shares
 9 Months Ended
Sep. 30, 2024
Nov. 13, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q3  
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 320  
Entity Address, City or Town Boca Raton  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33487  
City Area Code (561)  
Local Phone Number 558-2020  
Title of 12(b) Security Common Stock  
Trading Symbol VYCO  
Entity Current Reporting Status Yes  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   33,372,796
Entity Listing, Par Value Per Share $ 0.0001  
v3.24.3
Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current Assets    
Cash $ 157,633 $ 57,291
Trade accounts receivable 238,700 215,231
Inventory 187,627 234,145
Prepaid expenses and other current assets 158,500 76,684
Current assets of discontinued operations 970 739
Total Current Assets 743,430 584,090
Fixed assets, net 209,732 252,404
Intangible and Other assets:    
Security deposits 6,000 6,000
Operating lease - right of use assets 115,442 149,804
Total Intangible and Other assets 121,442 155,804
TOTAL ASSETS 1,074,604 992,298
Current Liabilities    
Accounts payable 150,980 117,801
Current operating lease liabilities 47,178 45,321
Current liabilities of discontinued operations (672) (1,100)
Total Current Liabilities 4,552,889 4,074,487
Operating lease liability - long term 64,745 100,379
Loan payable - SBA EIDL 140,316 142,908
Total Liabilities 4,757,950 4,317,774
STOCKHOLDERS’ DEFICIENCY    
Common Stock, $0.0001 par value, 55,000,000 shares authorized at September 30, 2024 and December 31, 2023, 33,476,130 and 32,732,169 shares issued and 33,372,796 and 32,628,835 shares outstanding at September 30, 2024 and December 31, 2023 respectively 3,348 3,273
Additional Paid-in Capital 29,431,958 29,365,070
Treasury Stock (103,334 shares of Common Stock as at September 30, 2024 and December 31, 2023 respectively, at cost) (1,033) (1,033)
Accumulated Deficit (33,245,323) (32,820,490)
Accumulated Other Comprehensive Income 127,677 127,677
Total Stockholders’ Deficiency (3,683,346) (3,325,476)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY 1,074,604 992,298
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 508,931 472,897
Accrued liabilities - Other 187,995 151,816
Notes payable 337,179 328,267
Related Party [Member]    
Current Liabilities    
Accrued interest 232,965 195,522
Dividends payable - Related Party 2,594,960 2,270,590
Notes payable $ 493,373 $ 493,373
v3.24.3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 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 33,476,130 32,732,169
Common stock, shares outstanding 33,372,796 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
v3.24.3
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Defined Benefit Plan Disclosure [Line Items]        
Revenue $ 390,852 $ 308,593 $ 1,134,098 $ 1,152,355
Cost of Goods Sold 36,796 32,334 108,965 102,930
Gross Profit 354,056 276,259 1,025,133 1,049,425
Operating Expenses:        
Research and development 6,425 7,250 8,688 20,308
Depreciation and amortization 14,880 14,377 44,641 43,126
Selling, general and administrative 367,886 280,113 1,000,293 881,744
Total Operating Expenses 389,191 301,740 1,053,622 945,178
Operating income (loss) (35,135) (25,481) (28,489) 104,247
Other Income (Expense)        
Other Income 1,458 6,002
Loss on foreign currency exchange (103) (78) (252) (209)
Total Other Income (Expense) (24,635) (25,998) (71,777) (77,366)
Income (Loss) Before Provision for Income Taxes (59,770) (51,479) (100,266) 26,881
Provision for income taxes
Net Income (Loss) from continuing operations (59,770) (51,479) (100,266) 26,881
Loss from discontinued operations, net of tax (47) (425) (197) (3,517)
Net Income (Loss) (59,817) (51,904) (100,463) 23,364
Preferred stock dividends (162,185) (162,185) (324,370) (324,370)
Net Loss Available to Common Stockholders (222,002) (214,089) (424,833) (301,006)
Other Comprehensive Income (Loss)        
Foreign Currency Translation Adjustment 2
Comprehensive Income (Loss) $ (59,817) $ (51,904) $ (100,463) $ 23,366
Loss Per Share - basic and diluted        
Net Income (Loss) from continuing operations - basic $ (0.01) $ (0.01) $ (0.01) $ (0.01)
Net Income (Loss) from continuing operations - diluted (0.01) (0.01) (0.01) (0.01)
Loss from discontinued operations - basic (0.00) (0.00) (0.00) (0.00)
Loss from discontinued operations - diluted (0.00) (0.00) (0.00) (0.00)
Net Income (Loss) available to common stockholders - basic (0.01) (0.01) (0.01) (0.01)
Net Income (Loss) available to common stockholders - diluted $ (0.01) $ (0.01) $ (0.01) $ (0.01)
Weighted Average Number of Shares Outstanding – Basic and Diluted 32,903,493 32,628,835 32,721,056 32,595,320
Related Party [Member]        
Other Income (Expense)        
Interest expense $ (12,571) $ (12,436) $ (37,443) $ (37,080)
Nonrelated Party [Member]        
Other Income (Expense)        
Interest expense $ (13,419) $ (13,484) $ (40,084) $ (40,077)
v3.24.3
Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Balance $ (3,528,307) $ (3,018,332) $ (3,325,476) $ (2,940,871)
Issuance of stock for board and consulting fees 73,257   73,257 9,454
Repurchase and cancellation of stock (6,294)   (6,294)  
Net income for nine months ended September 30, 2023 (59,817) (51,904) (100,463) 23,364
Preferred Stock dividends (162,185) (162,185) (324,370) (324,370)
Balance (3,683,346) (3,232,421) (3,683,346) (3,232,421)
Foreign currency translation adjustment       2
Common Stock [Member]        
Balance $ 3,273 $ 3,273 $ 3,273 $ 3,263
Balance, shares 32,732,169 32,732,169 32,732,169 32,630,506
Issuance of stock for board and consulting fees $ 82   $ 82 $ 10
Issuance/Buyback of stock for board and consulting fees, shares 813,971   813,971 101,663
Repurchase and cancellation of stock $ (7)   $ (7)  
Repurchase and cancellation of stock, shares (70,010)   (70,010)  
Net income for nine months ended September 30, 2023
Balance $ 3,348 $ 3,273 $ 3,348 $ 3,273
Balance, shares 33,476,130 32,732,169 33,476,130 32,732,169
Preferred Stock [Member] | Series C Preferred Stock [Member]        
Balance $ 0 $ 0 $ 0 $ 0
Balance, shares 1 1 1 1
Net income for nine months ended September 30, 2023
Balance $ 0 $ 0 $ 0 $ 0
Balance, shares 1 1 1 1
Preferred Stock [Member] | Series D Preferred Stock [Member]        
Balance $ 27 $ 27 $ 27 $ 27
Balance, shares 270,306 270,306 270,306 270,306
Net income for nine months ended September 30, 2023
Balance $ 27 $ 27 $ 27 $ 27
Balance, shares 270,306 270,306 270,306 270,306
Treasury Stock, Common [Member]        
Balance $ (1,033) $ (1,033) $ (1,033) $ (1,033)
Balance, shares (103,334) (103,334) (103,334) (103,334)
Net income for nine months ended September 30, 2023
Balance $ (1,033) $ (1,033) $ (1,033) $ (1,033)
Balance, shares (103,334) (103,334) (103,334) (103,334)
Additional Paid-in Capital [Member]        
Balance $ 29,365,070 $ 29,365,070 $ 29,365,070 $ 29,355,626
Issuance of stock for board and consulting fees 73,175   73,175 9,444
Repurchase and cancellation of stock (6,287)   (6,287)  
Net income for nine months ended September 30, 2023
Balance 29,431,958 29,365,070 29,431,958 29,365,070
Retained Earnings [Member]        
Balance (33,023,321) (32,513,346) (32,820,490) (32,426,429)
Net income for nine months ended September 30, 2023 (59,817) (51,904) (100,463) 23,364
Preferred Stock dividends (162,185) (162,185) (324,370) (324,370)
Balance (33,245,323) (32,727,435) (33,245,323) (32,727,435)
AOCI Attributable to Parent [Member]        
Balance 127,677 127,677 127,677 127,675
Net income for nine months ended September 30, 2023
Balance $ 127,677 $ 127,677 $ 127,677 127,677
Foreign currency translation adjustment       $ 2
v3.24.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net income (loss) $ (100,463) $ 23,364
Adjustments to reconcile net income (loss) to cash provided by operating activities:    
Depreciation of fixed assets 47,041 45,650
Allowance for doubtful accounts – accounts receivable 3,375
Stock based compensation 8,469 7,777
Changes in operating assets and liabilities:    
Accounts receivable (26,844) (99,062)
Inventory 46,518 44,135
Prepaid expenses (22,737) (15,519)
Accrued interest - Related Party 37,443 37,080
Accrued interest - Other 36,034 35,901
Accounts payable 33,179 (86,315)
Accrued liabilities - Other 36,179 29,996
Changes in discontinued operations, net 197 915
Cash provided by operating activities 98,391 23,922
Cash flows from investing activities:    
Purchase of fixed assets net of sales (4,369) (3,482)
Cash used by investing activities (4,369) (3,482)
Cash flows from financing activities:    
Proceeds - Notes Payable Other 60,980 64,786
Repayments - Notes Payable Other (54,660) (53,208)
Cash provided by financing activities 6,320 11,578
Effect of exchange rate changes on cash 2
Net increase in cash 100,342 32,020
Cash at beginning of period 57,291 37,035
Cash at end of period 157,633 69,055
Supplemental Disclosures of Cash Flow information:    
Cash paid for interest 4,050 4,176
Cash paid for income tax
Non-Cash Activities    
Non-cash accrued dividends 324,370 324,370
Unamortized stock compensation $ 67,152 $ 4,727
v3.24.3
BASIS OF PRESENTATION
 9 Months Ended
Sep. 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 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 $100,463 for the nine months ended September 30, 2024 and has not generated sufficient positive cash flows from operations. As of September 30, 2024 the Company had a working capital deficiency of $3,809,459 which includes related party liabilities of $3,321,298. 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 $508,931, 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 November 30, 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.

 
v3.24.3
SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 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.

 

 

Accounting for Share Repurchases

 

During the nine months ended September 30, 2024 the Company repurchased shares from a single shareholder. The Company followed guidance ASC 505-30-30, retiring the stock and reducing Equity by the nominal value of the shares repurchased and reducing Additional Paid In Capital by the balance of the consideration paid.

 

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 of net loss 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 where a net loss is reported:

 

   September 30, 2024   September 30, 2023 
Debentures convertible into common stock   3,852,052    3,622,848
Preferred shares convertible into common stock   1,272,052    1,272,052
Total   5,124,104    4,894,900

 

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; on the statements of stockholders’ deficiency, net income (loss) for the period and preferred stock dividends have been separated out rather than being combined.

 

 
v3.24.3
DISCONTINUED OPERATIONS
 9 Months Ended
Sep. 30, 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

 

   September 30,   December 31, 
   2024   2023 
ASSETS          
Current Assets          
Cash  $970   $739 
Total Current Assets   970    739 
           
TOTAL ASSETS  $970   $739 
           
LIABILITIES          
Current Liabilities          
Accounts payable  $4   $4 
Other current liabilities   (676)   (1,104)
Total Current Liabilities  $(672)  $(1,100)

 

Major line items constituting loss from discontinued operations

 

   2024   2023   2024   2023 
  

For the three months ended

September 30,

  

For the nine months ended

September 30,

 
   2024   2023   2024   2023 
                 
Revenue  $-   $-   $-   $- 
Cost of Goods Sold   -    -    -    - 
Gross Profit   -    -    -    - 
                     
Operating Expenses:                    
Selling, general and administrative   47    425    197    3,365 
Total Operating Expenses   (47)   (425)   (197)   (3,365)
Operating Loss   (47)   (425)   (197)   (3,365)
                     
Other Income (Expense)                    
Loss on foreign currency exchange   -    -    -    (152)
Total Other Income (Expense)   -    -    -    (152)
                     
Loss Before Provision for Income Taxes   (47)   (425)   (197)   (3,517)
Provision for income taxes   -    -    -    - 
Loss from discontinued operations, net of tax  $(47)  $(425)  $(197)  $(3,517)

 

 
v3.24.3
NOTES PAYABLE
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
NOTES PAYABLE

4. NOTES PAYABLE

 

Related Parties Notes Payable

 

Related Party Notes Payable consists of:

 

   September 30, 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, 2025 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 December 2024 and November 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:

 

   September 30, 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)   37,179    28,267 
Total Other Notes Payable:  $337,179   $328,267 

 

Long-Term Notes Payable consists of:

 

   September 30, 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.  $140,316   $142,908 
           
Total Long-term Notes Payable:  $140,316   $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 3,852,052 shares of Common Stock as of September 30, 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.

 
v3.24.3
INVENTORY
 9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
INVENTORY

5. INVENTORY

 

  

September 30,

2024

  

December 31,

2023

 
         
Raw materials and work in process  $79,319   $88,236 
Finished goods   108,308    145,909 
Total Inventory  $187,627   $234,145 

 
v3.24.3
LEASE
 9 Months Ended
Sep. 30, 2024
Lease  
LEASE

6. LEASE

 

The Company recognized the following related to a lease in its unaudited consolidated balance sheets at September 30, 2024 and December 31, 2023:

 

   September 30, 2024   December 31, 2023 
         
Operating Lease ROU Assets  $115,442   $149,804 
           
Operating Lease Liabilities          
Current portion  $47,178   $45,321 
Long-term portion   64,745    100,379 
Operating Lease Liabilities Total  $111,923   $145,700 

 

 
v3.24.3
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION
 9 Months Ended
Sep. 30, 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   2024   2023 
   For the three months ended September 30,   For the nine months ended September 30, 
   2024   2023   2024   2023 
Revenue:                
Vycor Medical  $372,837   $287,559   $1,078,644   $1,087,758 
NovaVision   18,015    21,034    55,454    64,597 
Revenue  $390,852   $308,593   $1,134,098   $1,152,355 
Gross Profit                    
Vycor Medical  $337,404   $256,435   $973,443   $989,288 
NovaVision   16,652    19,824    51,690    60,137 
Gross Profit  $354,056   $276,259   $1,025,133   $1,049,425 
                     
Operating Income (Loss)                    
Vycor Medical  $52,688   $60,373   $223,061   $366,360 
NovaVision   (43,215)   (41,868)   (127,783)   (146,592)
Corporate   (44,608)   (43,986)   (123,767)   (115,521)
Operating Income (Loss)  $(35,135)  $(25,481)  $(28,489)  $104,247 

 

    September 30,     December 31,  
    2024     2023  
Total Assets:                
Vycor Medical   $ 1,028,839     $ 957,936  
NovaVision     44,795       33,623  
Discontinued operations     970       739  
Total Assets   $ 1,074,604     $ 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   2024   2023 
   For the three months ended September 30,   For the nine months ended September 30, 
   2024   2023   2024   2023 
Revenue:                
United States  $389,477   $306,929   $1,131,150   $1,147,054 
Europe   1,375    1,664    2,948    5,301 
Revenue  $390,852   $308,593   $1,134,098   $1,152,355 
Gross Profit                    
United States  $352,720   $274,620   $1,022,224   $1,044,223 
Europe   1,336    1,639    2,909    5,202 
Gross Profit  $354,056   $276,259   $1,025,133   $1,049,425 
Operating Income (Loss)                    
United States  $15,312   $24,228   $113,166   $234,609 
Europe   (5,839)   (5,723)   (17,888)   (14,841)
Corporate   (44,608)   (43,986)   (123,767)   (115,521)
Operating Income (Loss)  $(35,135)  $(25,481)  $(28,489)  $104,247 

 

   September 30,   December 31, 
   2024   2023 
Total Assets:          
United States  $1,064,821   $985,718 
Europe   8,813    5,841 
Discontinued operations   970    739 
Total Assets  $1,074,604   $992,298 

 

 
v3.24.3
EQUITY
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
EQUITY

8. EQUITY

 

Equity Transactions

 

On August 16, 2024 pursuant to a Share Purchase Agreement, Vycor repurchased and cancelled 70,010 shares of Company Common Stock from Alvaro Pascual-Leone M.D. for a total purchase price of $6,294.

 

On August 27, 2024 Vycor issued 813,971 shares of Company Common Stock (valued at $73,257) to Maxim Group LLC (“Maxim”) pursuant to a financial advisory and investment banking services agreement, to be amortized over twelve months. The amortization for the three and nine months ended September 30, 2024 was $6,105 (see Note 11)

 

During each of the three and nine months ended September 30, 2024 and 2023, the Company accrued $162,185 and $324,370 of dividends in respect of Company Series D Convertible Preferred shares (see Note 12).

 

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).

 

Equity Classes

 

Our authorized capital stock consists of 55,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share, the rights and preferences of which may be established from time to time by our board. As of November 13, 2024, there were 33,372,796 shares of common stock, one (1) share of Series C Preferred Stock (“Preferred C Stock”) and 270,306 shares of Series D Preferred Stock (“Preferred D 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.

 

Preferred C Stock shares 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.

 

Preferred D Stock shares 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 semi-annually in February and August of each year. The Company is able to redeem the Series D at par at any time, at its sole option.

 
v3.24.3
STOCK-BASED COMPENSATION
 9 Months Ended
Sep. 30, 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 nine months ended September 30, 2024 and 2023 was $8,469 and $7,777 respectively. Aggregate stock-based compensation for shares of common stock granted to non-employees for each of the three months ended September 30, 2024 and 2023 was $6,105 and $2,363 respectively. As of September 30, 2024 and December 31, 2023, there was $67,152 and $2,364 respectively of total unrecognized compensation costs related to warrant and stock awards and non-vested options (see Note 11).

 

 
v3.24.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 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 nine months ended September 30, 2024 and 2023 was $62,856 and $53,535 respectively. Rent expense for the three months ended September 30, 2024 and 2023 was $20,535 and $16,362 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 September 30, 2024 and December 31, 2023 respectively. The Company is in the process of winding down the entity, as disclosed in Note 3.

 
v3.24.3
CONSULTING AND OTHER AGREEMENTS
 9 Months Ended
Sep. 30, 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 September 30, 2024 and 2023:

 

On August 27, 2024 Vycor entered into a financial advisory and investment banking services agreement (“Agreement”) with Maxim. Under the terms of the Agreement, Maxim will assist Vycor in its strategy to grow the Company through strategic acquisitions and assist the Company with efforts to position itself for a potential uplisting to a US exchange. Vycor issued 813,971 shares of Company Common Stock (valued at $73,257, see Note 8) and additional fees would be payable under the agreement subject to the closing of acquisitions or other investment banking transactions.

 

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. On April 1, 2023, 101,663 shares of Company Common Stock (valued at $9,455) were issued under the terms of the Agreement, which was amortized over twelve months, with amortization for the three and nine months ended September 30, 2024 and 2023 of $0 and $2,364 and $2,363 and $7,777, respectively (see Notes 8 and 9).

 
v3.24.3
RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 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 September 30, 2024, 60.9% 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 nine months ended September 30, 2024 and 2023, the Company accrued an aggregate of $324,370 of Preferred D Stock dividends, of which $226,037 was regarding Fountainhead and $83,386 was regarding Peter Zachariou. Total accrued Preferred D Stock dividends at September 30, 2024 and December 31, 2023 was $2,594,960 and $2,270,590, respectively, of which $1,808,297 and $1,582,260 respectively, was regarding Fountainhead and $667,087 and $583,701, respectively, was regarding Peter Zachariou.

 

During the nine months ended September 30, 2024 and 2023 the Company accrued interest on related party loans of $37,443 and $37,080, respectively.

 

During the three months ended September 30, 2024 and 2023 the Company accrued interest on related party loans of $12,571 and $12,436, respectively.

 

 
v3.24.3
CONCENTRATION
 9 Months Ended
Sep. 30, 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:

 

   For the three months
ended September 30,		   For the nine months
ended September 30,		 
   2024   2023   2024   2023 
                 
Number of customers over 10%   0    1    0    1 
Percentage of sales   0%   16%   0%   12%

 

Accounts Receivable Concentration

 

  

At

September 30, 2024

  

At

December 31, 2023

 
         
Number of customers over 10%   -    - 
Percentage of accounts receivable   -%   -%

 

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.

 
v3.24.3
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 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.
v3.24.3
SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 30, 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.

 

 
Accounting for Share Repurchases

Accounting for Share Repurchases

 

During the nine months ended September 30, 2024 the Company repurchased shares from a single shareholder. The Company followed guidance ASC 505-30-30, retiring the stock and reducing Equity by the nominal value of the shares repurchased and reducing Additional Paid In Capital by the balance of the consideration paid.

 
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 of net loss 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 where a net loss is reported:

 

   September 30, 2024   September 30, 2023 
Debentures convertible into common stock   3,852,052    3,622,848
Preferred shares convertible into common stock   1,272,052    1,272,052
Total   5,124,104    4,894,900

 
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; on the statements of stockholders’ deficiency, net income (loss) for the period and preferred stock dividends have been separated out rather than being combined.
v3.24.3
SIGNIFICANT ACCOUNTING POLICIES (Tables)
 9 Months Ended
Sep. 30, 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 where a net loss is reported:

 

   September 30, 2024   September 30, 2023 
Debentures convertible into common stock   3,852,052    3,622,848
Preferred shares convertible into common stock   1,272,052    1,272,052
Total   5,124,104    4,894,900
v3.24.3
DISCONTINUED OPERATIONS (Tables)
 9 Months Ended
Sep. 30, 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

 

   September 30,   December 31, 
   2024   2023 
ASSETS          
Current Assets          
Cash  $970   $739 
Total Current Assets   970    739 
           
TOTAL ASSETS  $970   $739 
           
LIABILITIES          
Current Liabilities          
Accounts payable  $4   $4 
Other current liabilities   (676)   (1,104)
Total Current Liabilities  $(672)  $(1,100)

 

Major line items constituting loss from discontinued operations

 

   2024   2023   2024   2023 
  

For the three months ended

September 30,

  

For the nine months ended

September 30,

 
   2024   2023   2024   2023 
                 
Revenue  $-   $-   $-   $- 
Cost of Goods Sold   -    -    -    - 
Gross Profit   -    -    -    - 
                     
Operating Expenses:                    
Selling, general and administrative   47    425    197    3,365 
Total Operating Expenses   (47)   (425)   (197)   (3,365)
Operating Loss   (47)   (425)   (197)   (3,365)
                     
Other Income (Expense)                    
Loss on foreign currency exchange   -    -    -    (152)
Total Other Income (Expense)   -    -    -    (152)
                     
Loss Before Provision for Income Taxes   (47)   (425)   (197)   (3,517)
Provision for income taxes   -    -    -    - 
Loss from discontinued operations, net of tax  $(47)  $(425)  $(197)  $(3,517)
v3.24.3
NOTES PAYABLE (Tables)
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
SUMMARY OF NOTES PAYABLE

Related Party Notes Payable consists of:

 

   September 30, 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, 2025 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 December 2024 and November 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:

 

   September 30, 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)   37,179    28,267 
Total Other Notes Payable:  $337,179   $328,267 

 

Long-Term Notes Payable consists of:

 

   September 30, 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.  $140,316   $142,908 
           
Total Long-term Notes Payable:  $140,316   $142,908 
v3.24.3
INVENTORY (Tables)
 9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORY

 

  

September 30,

2024

  

December 31,

2023

 
         
Raw materials and work in process  $79,319   $88,236 
Finished goods   108,308    145,909 
Total Inventory  $187,627   $234,145 
v3.24.3
LEASE (Tables)
 9 Months Ended
Sep. 30, 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 September 30, 2024 and December 31, 2023:

 

   September 30, 2024   December 31, 2023 
         
Operating Lease ROU Assets  $115,442   $149,804 
           
Operating Lease Liabilities          
Current portion  $47,178   $45,321 
Long-term portion   64,745    100,379 
Operating Lease Liabilities Total  $111,923   $145,700 
v3.24.3
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
SCHEDULE OF BUSINESS SEGMENTS INFORMATION

 

   2024   2023   2024   2023 
   For the three months ended September 30,   For the nine months ended September 30, 
   2024   2023   2024   2023 
Revenue:                
Vycor Medical  $372,837   $287,559   $1,078,644   $1,087,758 
NovaVision   18,015    21,034    55,454    64,597 
Revenue  $390,852   $308,593   $1,134,098   $1,152,355 
Gross Profit                    
Vycor Medical  $337,404   $256,435   $973,443   $989,288 
NovaVision   16,652    19,824    51,690    60,137 
Gross Profit  $354,056   $276,259   $1,025,133   $1,049,425 
                     
Operating Income (Loss)                    
Vycor Medical  $52,688   $60,373   $223,061   $366,360 
NovaVision   (43,215)   (41,868)   (127,783)   (146,592)
Corporate   (44,608)   (43,986)   (123,767)   (115,521)
Operating Income (Loss)  $(35,135)  $(25,481)  $(28,489)  $104,247 

 

    September 30,     December 31,  
    2024     2023  
Total Assets:                
Vycor Medical   $ 1,028,839     $ 957,936  
NovaVision     44,795       33,623  
Discontinued operations     970       739  
Total Assets   $ 1,074,604     $ 992,298  
SUMMARY OF GEOGRAPHIC INFORMATION

 

   2024   2023   2024   2023 
   For the three months ended September 30,   For the nine months ended September 30, 
   2024   2023   2024   2023 
Revenue:                
United States  $389,477   $306,929   $1,131,150   $1,147,054 
Europe   1,375    1,664    2,948    5,301 
Revenue  $390,852   $308,593   $1,134,098   $1,152,355 
Gross Profit                    
United States  $352,720   $274,620   $1,022,224   $1,044,223 
Europe   1,336    1,639    2,909    5,202 
Gross Profit  $354,056   $276,259   $1,025,133   $1,049,425 
Operating Income (Loss)                    
United States  $15,312   $24,228   $113,166   $234,609 
Europe   (5,839)   (5,723)   (17,888)   (14,841)
Corporate   (44,608)   (43,986)   (123,767)   (115,521)
Operating Income (Loss)  $(35,135)  $(25,481)  $(28,489)  $104,247 

 

   September 30,   December 31, 
   2024   2023 
Total Assets:          
United States  $1,064,821   $985,718 
Europe   8,813    5,841 
Discontinued operations   970    739 
Total Assets  $1,074,604   $992,298 
v3.24.3
CONCENTRATION (Tables)
 9 Months Ended
Sep. 30, 2024
Risks and Uncertainties [Abstract]  
SCHEDULE OF CONCENTRATION

 

Sales Concentration:

 

   For the three months
ended September 30,		   For the nine months
ended September 30,		 
   2024   2023   2024   2023 
                 
Number of customers over 10%   0    1    0    1 
Percentage of sales   0%   16%   0%   12%

 

Accounts Receivable Concentration

 

  

At

September 30, 2024

  

At

December 31, 2023

 
         
Number of customers over 10%   -    - 
Percentage of accounts receivable   -%   -%
v3.24.3
BASIS OF PRESENTATION (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Defined Benefit Plan Disclosure [Line Items]        
Net loss $ 59,817 $ 51,904 $ 100,463 $ (23,364)
Working capital deficit 3,809,459   3,809,459  
EuroAmerican Investment Corp [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Working capital deficiency including term note 300,000   300,000  
Accrued interest 508,931   $ 508,931  
Maturity date     Mar. 31, 2025  
Related Party [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Related party liabilities $ 3,321,298   $ 3,321,298  
v3.24.3
SCHEDULE OF COMMON STOCK NOT INCLUDED IN CALCULATION OF DILUTED NET LOSS PER SHARE (Details) - shares
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 5,124,104 4,894,900
Debentures Convertible into Common Stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 3,852,052 3,622,848
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
v3.24.3
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Current Assets          
Cash $ 970   $ 970   $ 739
Total Current Assets 970   970   739
TOTAL ASSETS 970   970   739
Current Liabilities          
Accounts payable 4   4   4
Other current liabilities (676)   (676)   (1,104)
Total Current Liabilities (672)   (672)   $ (1,100)
Revenue  
Cost of Goods Sold  
Gross Profit  
Selling, general and administrative 47 425 197 3,365  
Total Operating Expenses (47) (425) (197) (3,365)  
Operating Loss (47) (425) (197) (3,365)  
Loss on foreign currency exchange (152)  
Total Other Income (Expense) (152)  
Loss Before Provision for Income Taxes (47) (425) (197) (3,517)  
Provision for income taxes  
Loss from discontinued operations, net of tax $ (47) $ (425) $ (197) $ (3,517)  
v3.24.3
SUMMARY OF NOTES PAYABLE (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Short-Term Debt [Line Items]    
Total Notes Payable $ 337,179 $ 328,267
Total Long term Notes Payable 140,316 142,908
Economic Injury Disaster Loan Program [Member] | CARES Act [Member]    
Short-Term Debt [Line Items]    
Total Long term Notes Payable 140,316 142,908
Insurance Policy Finance Agreements [Member]    
Short-Term Debt [Line Items]    
Total Notes Payable 37,179 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
v3.24.3
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, 2025 or on demand by the Payee.    
Fountainhead Capital Management Limited [Member]        
Short-Term Debt [Line Items]        
Face amount       $ 463,373
Notes interest rate       10.00%
Debt maturity date description       The Notes will be due between December 2024 and November 2025 or on demand by the Payee.
v3.24.3
NOTES PAYABLE (Details Narrative) - EuroAmerican Investment Corp [Member] - Amendment Agreement [Member] - USD ($)
 9 Months Ended
Sep. 30, 2024
Jan. 31, 2018
Defined Benefit Plan Disclosure [Line Items]    
Other notes payable   $ 300,000
Offering price   $ 0.21
Conversion shares 3,852,052  
v3.24.3
SCHEDULE OF INVENTORY (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials and work in process $ 79,319 $ 88,236
Finished goods 108,308 145,909
Total Inventory $ 187,627 $ 234,145
v3.24.3
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Lease    
Operating Lease ROU Assets $ 115,442 $ 149,804
Current portion 47,178 45,321
Long-term portion 64,745 100,379
Operating Lease Liabilities Total $ 111,923 $ 145,700
v3.24.3
SCHEDULE OF BUSINESS SEGMENTS INFORMATION (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Segment Reporting Information [Line Items]          
Revenue $ 390,852 $ 308,593 $ 1,134,098 $ 1,152,355  
Gross Profit 354,056 276,259 1,025,133 1,049,425  
Operating Income (Loss) (35,135) (25,481) (28,489) 104,247  
Total Assets 1,074,604   1,074,604   $ 992,298
Discontinued Operations [Member]          
Segment Reporting Information [Line Items]          
Total Assets 970   970   739
Vycor Medical [Member]          
Segment Reporting Information [Line Items]          
Revenue 372,837 287,559 1,078,644 1,087,758  
Gross Profit 337,404 256,435 973,443 989,288  
Operating Income (Loss) 52,688 60,373 223,061 366,360  
Total Assets 1,028,839   1,028,839   957,936
NovaVision [Member]          
Segment Reporting Information [Line Items]          
Revenue 18,015 21,034 55,454 64,597  
Gross Profit 16,652 19,824 51,690 60,137  
Operating Income (Loss) (43,215) (41,868) (127,783) (146,592)  
Total Assets 44,795   44,795   $ 33,623
Corporate Segment [Member]          
Segment Reporting Information [Line Items]          
Operating Income (Loss) $ (44,608) $ (43,986) $ (123,767) $ (115,521)  
v3.24.3
SUMMARY OF GEOGRAPHIC INFORMATION (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]          
Revenue $ 390,852 $ 308,593 $ 1,134,098 $ 1,152,355  
Gross Profit 354,056 276,259 1,025,133 1,049,425  
Operating Income (Loss) (35,135) (25,481) (28,489) 104,247  
Total Assets 1,074,604   1,074,604   $ 992,298
Discontinued Operations [Member]          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Total Assets 970   970   739
Corporate Segment [Member]          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Operating Income (Loss) (44,608) (43,986) (123,767) (115,521)  
UNITED STATES          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Revenue 389,477 306,929 1,131,150 1,147,054  
Gross Profit 352,720 274,620 1,022,224 1,044,223  
Operating Income (Loss) 15,312 24,228 113,166 234,609  
Total Assets 1,064,821   1,064,821   985,718
Europe [Member]          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Revenue 1,375 1,664 2,948 5,301  
Gross Profit 1,336 1,639 2,909 5,202  
Operating Income (Loss) (5,839) $ (5,723) (17,888) $ (14,841)  
Total Assets $ 8,813   $ 8,813   $ 5,841
v3.24.3
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION (Details Narrative)
 9 Months Ended
Sep. 30, 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
v3.24.3
EQUITY (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Aug. 27, 2024
Aug. 16, 2024
Apr. 02, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Nov. 13, 2024
Dec. 31, 2023
Class of Stock [Line Items]                  
Stock repurchase, value       $ 6,294   $ 6,294      
Amortization expense       0 $ 2,363 2,364 $ 7,777    
Accrued dividends       $ 162,185 $ 162,185 $ 324,370 $ 324,370    
Common stock, shares authorized       55,000,000   55,000,000     55,000,000
Common stock, par value       $ 0.0001   $ 0.0001     $ 0.0001
Preferred stock, shares authorized       10,000,000   10,000,000     10,000,000
Preferred stock, par value       $ 0.0001   $ 0.0001     $ 0.0001
Common stock, shares outstanding       33,372,796   33,372,796     32,628,835
Series C Preferred Stock [Member]                  
Class of Stock [Line Items]                  
Preferred stock, shares outstanding       1   1     1
Series D Preferred Stock [Member]                  
Class of Stock [Line Items]                  
Preferred stock, shares outstanding       270,306   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   $ 3.75      
Series D Convertible Preferred Stock [Member]                  
Class of Stock [Line Items]                  
Share price       $ 2.15   $ 2.15      
Cumulative preferred dividend rate           12.00%      
Subsequent Event [Member]                  
Class of Stock [Line Items]                  
Common stock, shares outstanding               33,372,796  
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  
Share Purchase Agreement [Member] | Alvaro Pascual-Leone M.D [Member]                  
Class of Stock [Line Items]                  
Stock repurchase and cancelled   70,010              
Stock repurchase, value   $ 6,294              
Financial Advisory and Investment Banking Services Agreement [Member]                  
Class of Stock [Line Items]                  
Stock issued during period shares new issues 813,971                
Shares issued, value $ 73,257                
Amortization expense       $ 6,105   $ 6,105      
Consulting Agreement [Member] | Ricardo Komotar [Member]                  
Class of Stock [Line Items]                  
Stock issued during period shares new issues     101,663            
Shares issued, value     $ 9,455            
Consulting Agreement [Member] | Consultant [Member] | Ricardo Komotar [Member]                  
Class of Stock [Line Items]                  
Stock issued during period shares new issues     101,663            
v3.24.3
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Share based compensation expense $ 0 $ 2,363 $ 2,364 $ 7,777  
Non Employee Directors [Member] | Directors Deferred Compensation Plan [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Unrecognized compensation costs 67,152   67,152   $ 2,364
Non-employees [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Share based compensation expense $ 6,105 $ 2,363 $ 8,469 $ 7,777  
v3.24.3
COMMITMENTS AND CONTINGENCIES (Details Narrative)
 3 Months Ended 9 Months Ended
Oct. 31, 2016
USD ($)
Oct. 31, 2016
EUR (€)
Jun. 30, 2012
USD ($)
Jun. 30, 2012
EUR (€)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Oct. 31, 2016
EUR (€)
Jun. 30, 2012
EUR (€)
Property, Plant and Equipment [Line Items]                    
Rent expense         $ 20,535 $ 16,362 $ 62,856 $ 53,535    
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      
v3.24.3
CONSULTING AND OTHER AGREEMENTS (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Aug. 27, 2024
Apr. 02, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Share based compensation expense     $ 0 $ 2,363 $ 2,364 $ 7,777
Financial Advisory and Investment Banking Services Agreement [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Number of common stock issued 813,971          
Number of common stock issued, value $ 73,257          
Share based compensation expense     $ 6,105   $ 6,105  
Consulting Agreement [Member] | Ricardo Komotar [Member]            
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]            
Number of common stock issued   101,663        
Number of common stock issued, value   $ 9,455        
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]          
Preferred stock dividends income $ 162,185 $ 162,185 $ 324,370 $ 324,370  
Accrued dividends, total     2,594,960   $ 2,270,590
Increase decrease in interest payable net $ 12,571 $ 12,436 37,443 37,080  
Fountainhead [Member]          
Related Party Transaction [Line Items]          
Preferred stock dividends income     226,037 226,037  
Accrued dividends, total     1,808,297   1,582,260
Peter Zachariou [Member]          
Related Party Transaction [Line Items]          
Preferred stock dividends income     83,386 $ 83,386  
Accrued dividends, total     $ 667,087   $ 583,701
Directors [Member] | Fountainhead [Member] | Common Stock [Member]          
Related Party Transaction [Line Items]          
Common stock, ownership percentage 60.90%   60.90%    
Directors [Member] | Fountainhead [Member] | Series D Preferred Stock [Member]          
Related Party Transaction [Line Items]          
Common stock, ownership percentage 69.70%   69.70%    
Chairman [Member] | Fountainhead [Member] | Common Stock [Member]          
Related Party Transaction [Line Items]          
Common stock, ownership percentage 0.15%   0.15%    
Chairman [Member] | Fountainhead [Member] | Series D Preferred Stock [Member]          
Related Party Transaction [Line Items]          
Common stock, ownership percentage 25.70%   25.70%    
v3.24.3
SCHEDULE OF CONCENTRATION (Details) - Customer Concentration Risk [Member] - Integer
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Revenue Benchmark [Member]          
Concentration Risk [Line Items]          
Number of customers over 10% 0 1 0 1  
Revenue Benchmark [Member] | Customer [Member]          
Concentration Risk [Line Items]          
Concentration risk, percentage 0.00% 16.00% 0.00% 12.00%  
Accounts Receivable [Member]          
Concentration Risk [Line Items]          
Number of customers over 10%      
Accounts Receivable [Member] | Customer [Member]          
Concentration Risk [Line Items]          
Concentration risk, percentage        
Accounts Receivable [Member] | Customer [Member] | Maximum [Member]          
Concentration Risk [Line Items]          
Concentration risk, percentage        
v3.24.3
CONCENTRATION (Details Narrative)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Manufacturer Three [Member] | Purchase [Member] | Customer Concentration Risk [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage 10.00% 10.00%
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