Filing Details
- Accession Number:
- 0001654954-16-002762
- Form Type:
- 13D Filing
- Publication Date:
- 2016-10-11 16:52:19
- Filed By:
- Fountainhead Capital Management Ltd
- Company:
- Vycor Medical Inc (OTCMKTS:VYCO)
- Filing Date:
- 2016-10-11
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Fountainhead Capital Management Limited | 6,586,053 | 0 | 6,586,053 | 0 | 6,586,053 | 49.36% |
Filing
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE
13D/A
(Rule
13d-101)
Seventeenth
Amendment
INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
VYCOR
MEDICAL, INC.
(Name of
Issuer)
COMMON STOCK, PAR
VALUE $0.0001
(Title of Class of
Securities)
92921M203
(CUSIP
Number)
Fountainhead
Capital Management Limited
1 Portman House,
Hue Street
St. Helier, Jersey,
Channel Islands JE4 5RP
+44 (0)1534 630112
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications)
September 30,
2016
(Date of Event
which Requires Filing Statement on Schedule 13D)
If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box ☐.
| CUSIP No.
92921M203 | 13D | |
| 1. | NAMES OF REPORTING
PERSONS Fountainhead
Capital Management Limited |
| 2. | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ |
| 3. | SEC USE
ONLY |
| 4. | SOURCE OF
FUNDS OO (See Item 3
below) |
| 5. | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ |
| 6. | CITIZENSHIP OR
PLACE OF ORGANIZATION Jersey, Channel
Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 7. | SOLE VOTING POWER
6,586,053 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE
POWER 6,586,053 | |
| 10. | SHARED DISPOSITIVE
POWER 0 |
| 11. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,586,053 |
| 12. | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13. | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 49.36% |
| 14. | TYPE OF REPORTING
PERSON CO |
EXPLANATORY
NOTE
The purpose of this
Schedule 13D filing is to update the ownership of Vycor Medical,
Inc. (“the Company”) Common Stock, par value $0.0001
(“Vycor Common Shares”). On September 30, 2016
Vycor Medical, In. (“the Company”) issued 88,235
shares of Vycor Common Stock to Fountainhead in satisfaction of
$30,000 of consulting fees due for the quarter ended September 30,
2016. As a result of such issue, Fountainhead’s
previously-reporting holdings of Vycor Common Stock (including
shares which it has the option to acquire within sixty (60) days of
such date) were increased to a total of 6,586,053 shares,
comprising ownership of 4,538,232 Vycor Common Shares and
Warrants to purchase 2,047,821 Vycor Common Shares as follows:
343,411 shares at an exercise price of $1.88 per share prior to
August 4, 2017; 397,140 shares at an exercise price of $2.05 per
share prior January 2, 2017; 337,517 shares at an exercise price of
$2.62 per share prior to August 4, 2017; 397,140 shares at an
exercise price of $3.08 per share prior to January 2, 2017; and
572,613 shares at an exercise price of $3.08 per share prior to
August 4, 2017 . Such shares, in the aggregate, comprise
approximately 49.36% of the Company’s issued and outstanding
shares of common stock, as adjusted for the exercise of such
warrants.
This Schedule 13D
is being filed by Fountainhead Capital Management Limited to
disclose its ownership of approximately 49.36% of the
Company’s outstanding Common Stock.
Item
1. Security and Issuer.
The name of the
issuer is Vycor Medical, Inc., a Delaware corporation which has its
principal offices at 6401 Congress Ave. Suite 140, Boca Raton, FL
33487. This statement relates to the Company’s common stock,
$0.0001 par value per share.
Item
2. Identity and Background.
(a). This Schedule
13D is being filed by Fountainhead Capital Management Limited, a
Jersey, C.I. corporation, which has its principal offices at
Portman House, Hue Street, Jersey, Channel Islands, JE4 5RP (the
“Reporting Person”).
During the last
five years, the Reporting Person has not been (A) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (B) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
Conversion of
$30,000 of accrued fees due to Fountainhead by the
Company
Item
4. Purpose of Transaction.
The Reporting
Person received 88,235 shares of Vycor common stock
Except as set forth
in this Schedule 13D, the Reporting Person has made no proposals,
and has entered into no agreements, which would be related to or
would result in any of the events or matters described in part (a)
through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
| (a) | The Reporting
Person is the beneficial owner of 6,586,053 shares of the
Company’s common stock, representing 49.36% of the
outstanding shares of the Company’s common stock. Said amount
includes all shares issuable to the Reporting Person on account of
all Warrants held by the Reporting Person convertible or
exercisable within sixty (60) days of the date of this report.
Other than as described therein, the Reporting Person does not own
any other securities of the Company. The holder believes the number
of shares of the Company’s outstanding common stock to
be 11,116,077 as of September 29, 2016. |
| (b) | The Reporting
Person has the sole power to vote and dispose of the 6,586,053
shares, less the number of shares which are currently subject to
issuance only upon the exercise of Warrants. |
| (c) | Except for the
transactions described in the Explanatory Note above, the Reporting
Person did not effect any transactions in the issuer’s
securities within the past 60 days. |
| (d) | No other person is
known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
Reporting Person’s securities. |
| (e) | Not
applicable. |
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except as described
in the Explanatory Note, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the
Reporting Person and any other person with respect to any
securities of the issuer, including, but not limited to transfer or
voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding
of proxies.
Item
7. Material to be Filed as Exhibits.
None
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Dated:
October 11, 2016 | | |
| | | |
| | | |
| | By: | /s/ Mark Andrews |
| | Name: Mark
Andrews for and on behalf of Berwin Limited,
Director | |
| | | |
| | | |
| | By: |
/s/ Eileen O’Shea |
| | Name: Eileen
O’Shea, for and on behalf of Moulton imited,
Director | |
| |