UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 4, 2012
Vycor Medical, Inc.
(Exact name of registrant)
Delaware | 333-149782 | 20-3369218 | ||
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
6401 Congress Avenue, Suite 140
Boca Raton, FL 33487
(Address of principal executive offices and zip code)
561-558-2000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
This amendment is being filed pursuant to the instructions with respect to Item 9.01-- Financial Statements and Exhibits, which provides that financial statements required by said item may be filed with the initial report, or by amendment not later than 71 calendar days after the date that the initial report on Form 8-K must be filed. This Report includes the financial statements required in Item 9.01.
Item 1.01. Entry into a Material Definitive Agreement
On January 4, 2012, Vycor Medical, Inc. (“Vycor” or the “Company”) and its wholly-owned subsidiary, NovaVision, Inc. (“NovaVision”), entered into various agreements with Professor Arash Sahraie (“Prof. Sahraie”) and the University of Aberdeen (Scotland) (the “University”), relating to the acquisition of all of the shares of Sight Science, Ltd. (“Sight Science”) by NovaVision (the “Transaction”). The Company, NovaVision, Prof. Sahraie and the University are hereinafter collectively referred to as the “Parties”. The Company is filing this Amended Current Report on Form 8- K to report the consolidated financial statements and unaudited pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively.
Item 1.02. Completion of Acquisition or Disposition of Assets
Please refer to Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The unaudited financial statements of Sight Science as of and for the three month period ended September 30, 2011 are filed with this Form 8-K/A as Exhibit 99.2. The audited financial statements of Sight Science as of and for the fiscal year ended June 30, 2011, and the related report of Paritz & Company, P.A. are filed with this Form 8-K/A as Exhibit 99.3.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information included with this Form 8-K/A has been prepared to illustrate the pro forma effects of the acquisition of Sight Science. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2011 and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2011 and the twelve months ended December 31, 2010 are filed with this Form 8-K/A as Exhibit 99.4. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2011 gives effect to the acquisition of Sight Science as if it had occurred as of September 30, 2011. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2011 and the twelve months ended December 31, 2010 give effect to the acquisition of Sight Science as if it had occurred as of January 1, 2011 and January 1, 2010, respectively. All pro forma information in this Form 8-K/A has been prepared for informational purposes only and is not necessarily indicative of the past or future results of operations or financial position of Sight Science or the Company.
(d) | Exhibits |
Exhibit 2.1.
Share Purchase Agreement, dated as of January 4, 2012, by and between Vycor Medical, Inc., NovaVision, Inc., Professor Arash Sahraie and the University of Aberdeen (Scotland).
Exhibit 2.2
Patent Agreement dated as of January 4, 2012, by and between the University of Aberdeen (Scotland) and Sight Science, Ltd.
Exhibit 2.3
Staff Secondment Agreement dated as of January 4, 2012, by and between the University of Aberdeen (Scotland) and NovaVision, Inc.
Exhibit 2.4
Option Agreement dated as of January 4, 2012, by and between the University of Aberdeen (Scotland) and Sight Science, Ltd.
Exhibit 2.5
Non-Compete, Nondisclosure, and Ownership of Intellectual Property Agreement dated as of January 4 2012, by and between Vycor Medical, Inc., NovaVision, Inc. and Prof. Sahraie.
Exhibit 23.1*
Consent of Paritz & Company, P.A.
Exhibit 99.1
Vycor Medical, Inc. Press Release dated January 9, 2012 pertaining to the Transaction.
Exhibit 99.2*
Unaudited financial statements of Sight Science as of and for the nine months ended September 30, 2011
Exhibit 99.3*
Audited financial statements of Sight Science as of and for the year ended June 30, 2011 and related report of Paritz & Company, P.A, Registered independent auditors
Exhibit 99.4*
Unaudited Pro Forma Condensed Consolidated Balance Sheet as on September 30, 2011; Statement of Operations for the nine months ended September 30, 2011 and the twelve months ended December 30, 2010.
*
filed herewith
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VYCOR MEDICAL, INC. | ||
By: | /s/ David Cantor | |
Name: | David Cantor | |
Title: | President |
Dated: March 20, 2012
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation of our report dated March __, 2012 relating to the financial statements of Sight Science Limited as of and for the year ended June 30, 2011, which appear in this Current Report on Form 8-K/A of Vycor Medical, Inc.
/s/ Paritz & Company, P.A.
Hackensack, New Jersey
March 20, 2012
Exhibit 99.2
SIGHT SCIENCE LIMITED
FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
SIGHT SCIENCE LIMITED
Balance Sheets
September 30, 2011 |
June 30, 2011 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | £ | 16,346 | £ | 13,396 | ||||
Accounts receivable, net | 1,085 | 1,723 | ||||||
17,431 | 15,119 | |||||||
Fixed assets, net | 3,841 | 4,344 | ||||||
TOTAL ASSETS | £ | 21,272 | £ | 19,463 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
Current Liabilities | ||||||||
Accounts payable | £ | 8,287 | £ | 3,985 | ||||
Other current liabilities | 24,006 | 20,032 | ||||||
32,293 | 24,017 | |||||||
Notes payable - long-term | 47,426 | 47,426 | ||||||
TOTAL LIABILITIES | 79,719 | 71,443 | ||||||
STOCKHOLDERS' DEFICIT | ||||||||
Ordinary shares, £1.00 nominal value,
1,000,000 shares authorized, 150 shares issued and outstanding at September 30, 2011 and June 30, 2011, respectively |
150 | 150 | ||||||
Accumulated Deficit | (58,597) | (52,130) | ||||||
(58,447) | (51,980) | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | £ | 21,272 | £ | 19,463 | ||||
See accompanying notes to financial statements |
SIGHT SCIENCE LIMITED
Statement of Operations
For the three months ended September 30, | ||||||
2011 | 2010 | |||||
Revenue | £ | 8,236 | 21,800 | |||
Cost of Goods Sold | 379 | 842 | ||||
Gross Profit | 7,857 | 20,958 | ||||
Operating expenses: | ||||||
Depreciation and Amortization | 124 | 124 | ||||
General and administrative | 14,020 | 12,717 | ||||
Total Operating expenses | 14,144 | 12,841 | ||||
Operating (loss) income | (6,287) | 8,117 | ||||
Other income (expense) | (180) | (28) | ||||
Net (Loss) Income Before Taxes | (6,467) | 8,089 | ||||
Taxes | - | - | ||||
Net (Loss) Income | £ | (6,467) | £ | 8,089 | ||
Net (Loss) Income Per Share | ||||||
Basic and diluted | £ | (43) | £ | 54 | ||
Weighted Average Number of Shares Outstanding | 150 | 150 |
See accompanying notes to financial statements
SIGHT SCIENCE LIMITED
Statement of Cash Flows
For the three months ended September 30, | |||||
2011 | 2010 | ||||
Cash flows from operating activities: | |||||
Net (loss) income | £ | (6,467) | £ | 8,089 | |
Adjustments to reconcile net (loss) income to cash | |||||
used in operating activities: | |||||
Depreciation of fixed assets | 503 | 503 | |||
Net (loss) income as adjusted for non-cash items | (5,964) | 8,592 | |||
Changes in assets and liabilities: | |||||
Accounts receivable | 638 | 964 | |||
Accounts payable | 4,302 | (1,212) | |||
Other current liabilities | 3,974 | (3,347) | |||
Cash used in operating activities | 2,950 | 4,997 | |||
Cash flows provided by / (used in) investing activities: | |||||
Purchase of fixed assets | - | (1,275) | |||
Cash provided by / (used in) investing activities | - | - | |||
Net increase (decrease) in cash | 2,950 | 3,722 | |||
Cash at beginning of period | 13,396 | 29,961 | |||
Cash at end of period | £ | 16,346 | £ | 33,683 |
See accompanying notes to financial statements
SIGHT SCIENCE LIMITED
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
(unaudited)
1. BASIS OF PRESENTATION, FORMATION AND BUSINESS
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. For further information, refer to the financial statements and footnotes thereto for the year ended December 31, 2010, filed as Exhibit 99.3 of this 8-K/A.
Business Description
Sight Science Limited (“Sight Science” or the “Company”), was incorporated in Aberdeen, Scotland, UK on November 15, 2006 and commenced trading on July 1, 2009.
The Company develops, markets and supports vision restoration therapy software and related devices. The Company provides Neuro-Eye Therarpy (NeET). Patients enter into individual contracts for this therapy. Patients eligible for the Company’s vision therapy have partial vision loss typically resulting from a stroke or traumatic brain injury.
2. GOING CONCERN
The Company’s financial statements have been presented on a basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and assumes the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss of £6,467 for the three months ended September 30, 2011, and the Company expects to continue to incur substantial additional losses in the future, including development and marketing costs. The Company has generated negative cash flows from operations since inception. As of September 30, 2011 the Company had a shareholders’ deficit of £58,597 and cash and cash equivalents of £16,346. The Company believes it will not have enough cash to meet its various cash needs unless the Company is able to obtain additional cash from the issuance of debt or equity securities. There is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms, or at all. If adequate funds are not available, the Company may have to delay development or marketing of its therapies, or cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The 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.
3. ACCOUNTING POLICIES
Accounting Convention
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and in accordance with the special provisions of Part 15 of the UK Companies Act 2006 related to small companies and with the Financial Reporting Standards for Smaller Entities (effective April 2008).
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 Company believes that such 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.
Uses of estimates in the preparation of financial statements
The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the 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 consolidated financial statements include management’s estimate of the allowance for uncollectible accounts receivable and the completion by patients of paid-for therapies.
Revenue Recognition
Sight Science generates revenues from the provision of therapy services and other sources such as government grants, excluding value added tax. Therapy services revenues represent fees from the Company’s NeET vision restoration therapy software which is provided direct to patients. Sight Science recognizes revenue for providing the vision restoration therapy as the Company’s work effort is expended. The typical vision restoration therapy consists of six months of therapy, with a proportion of patients then going on to perform an additional period of therapy. 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.
Research grants and other subsidies represent revenue from Scottish Enterprise agencies to cover certain smaller company cost. The Company recognizes grant revenue when services or costs have been incurred.
Deferred revenue results from patients paying for the therapy in advance of receiving the therapy.
Research and Development
The Company expenses all research and development costs as incurred. For three months ended September 30, 2011 and 2010 the amounts charged to research and development expenses was £nil.
Educational marketing and advertising expenses
The Company may incur costs for the education of customers on the uses and benefits of its products. The Company will include education, marketing and advertising expense as a component of selling, general and administrative costs as such costs are incurred.
Hire purchase and leasing commitments
Rentals paid under operating leases are charged to the income statement on a straight line basis over the period of the lease.
Property and equipment
The Company records property and equipment at cost and calculates depreciation using the straight-line method over the estimated useful life of the assets, which is estimated to be four years. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized.
Income taxes
The Company accounts for income taxes in accordance with the current authoritative guidance. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established, when it is more likely than not that such benefit will not be realized.
Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. There are no other potential ordinary shares, for example from the exercise of share options or the conversion of debt, that were outstanding during the period.
4. OPERATING LOSS
The operating loss is after charging:
Three months ended September 30. | ||
2011 | 2010 | |
Depreciation – owned assets | £503 | £503 |
Directors’ remuneration and other benefits | £2,000 | £1,000 |
5. PROPERTY AND EQUIPMENT
As of September 30, 2011 and June 30, 2011, Property and Equipment and the estimated lives used in the computation of depreciation is as follows:
September 30 | June 30, | ||
Estimated Useful lives | 2011 | 2011 | |
Machinery and equipment | 4 years | £1,983 | £1,983 |
Therapy Devices | 4 years | 6,068 | 6,068 |
8,051 | 8,051 | ||
Less: Accumulated depreciation and amortization | (4,210) | (3,707) | |
Property and Equipment, net | £3,841 | £4,344 |
6. CURRENT LIABILITIES
As of September 30 and June 30, 2011 Current Liabilities consisted of:
September 30, | June 30, | |
2011 | 2011 | |
Accounts payable – trade creditors | £8,287 | £3,985 |
Credit card | - | 267 |
Taxation and Social Security | 541 | 182 |
Accrued Directors’ fees | 9,000 | 8,000 |
Deferred Revenue | 8,164 | 10,000 |
Other Accrued liabilities | 6,301 | 1,583 |
Other Current Liabilities | 24,006 | 20,032 |
Total Current Liabilities |
£32,293 | £24,017 |
7. NOTES PAYABLE – LONG TERM
As of September 30 and June 30, 2011 Notes Payable – Long term consisted of an interest free loan of £47,426 from the University of Aberdeen to the Company dated July 7, 2009 and with a maturity date of July 6, 2014.
8. INCOME TAXES
The Company has incurred losses since inception and no liability to UK corporation tax arose for the three months ended September 30, 2011 and 2010.
9. COMMITMENTS AND CONTINGENCIES
Lease
The Company executed a lease agreement for administrative office space on the University of Aberdeen’s premises. The lease is for one year to May 8, 2012 at a rental of £2,000 per annum.
Sponsorship of the Stroke Association
In February 2011 the Company entered into an agreement to sponsor the production of the Visual Problems After Stroke factsheet which is distributed by the Stroke Association to individuals who register in the UK. The amount of sponsorship is £2,650.
10. RELATED PARTY TRANSACTIONS
The Company entered into a secondment agreement in July, 2009 with the University of Aberdeen, for the services of Prof. Arash Sahraie at a cost of approximately £7500 per annum.
11. SUBSEQUENT EVENTS
On January 3, 2012 the Notes Payable – Long term, together with certain other payables due to the University of Aberdeen, were converted into 16 new ordinary shares of the Company.
On January 4, 2012 the shareholders of Sight Science entered into various agreements for the sale of all the shares of the Company to NovaVision, Inc. (“NovaVision”), a subsidiary of Vycor Medical, Inc. (“Vycor”), for a total consideration of £384,768. NovaVision agreed to pay the Sight Science shareholders £200,000 cash, of which £100,000 was paid at the Closing on January 4, 2012 and an additional £100,000 cash to be paid to the Sight Science shareholders on the one-year anniversary of the Closing. In addition, the Sight Science shareholders received at Closing further consideration in the form of 14,350,000 Vycor restricted shares, which are the subject of lock-up agreements between the Parties, and which at Closing were valued at £184,768.
Exhibit 99.3
SIGHT SCIENCE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2011
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Sight Science Limited
Aberdeen, Scotland
We have audited the accompanying balance sheet of Sight Science Limited as of June 30, 2011 and the related statement of operations, changes in stockholders’ deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred a loss since inception, has a net accumulated deficit and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sight Science Limited as of June 30, 2011 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United Kingdom.
/s/ Paritz & Company, P.A.
Hackensack, New Jersey
March 20, 2012
SIGHT SCIENCE LIMTED
Balance Sheet
June 30, 2011 | |||||
ASSETS | |||||
Current Assets | |||||
Cash | £ | 13,396 | |||
Accounts receivable, net | 1,723 | ||||
15,119 | |||||
Fixed assets, net | 4,344 | ||||
TOTAL ASSETS | £ | 19,463 | |||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||
Current Liabilities | |||||
Accounts payable | £ | 3,985 | |||
Other current liabilities | 20,032 | ||||
24,017 | |||||
Notes payable - long-term | 47,426 | ||||
TOTAL LIABILITIES | 71,443 | ||||
STOCKHOLDERS' DEFICIT | |||||
Ordinary shares, £1.00 nominal value, 1,000,000 shares authorized, 150 shares issued and outstanding at June 30, 2011 |
150 | ||||
Accumulated Deficit | (52,130) | ||||
(52,130) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | £ | 19,463 | |||
See accompanying notes to financial statements |
SIGHT SCIENCE LIMITED
Statement of Operations
For the year ended | |||
June 30, 2011 | |||
Revenue | £ | 61,868 | |
Cost of Goods Sold | 3,092 | ||
Gross Profit | 58,776 | ||
Operating expenses: | |||
Depreciation and Amortization | 496 | ||
General and administrative | 70,197 | ||
Total Operating expenses | 70,693 | ||
Operating loss | (11,917) | ||
Other income (expense) | (125) | ||
Net Loss Before Taxes | (12,042) | ||
Taxes | - | ||
Net Loss | £ | (12,042) | |
Loss Per Share | |||
Basic and diluted | £ | (80) | |
Weighted Average Number of Shares Outstanding | 150 |
See accompanying notes to financial statements
SIGHT SCIENCE LIMTED
Statement of Changes in Shareholders’ Deficit
Ordinary Shares | Accumulated | |||||||||||
Shares | Value | Deficit | Total | |||||||||
Ordinary share issuance at incorporation of the Company, November 15 2006 | 150 | £ | 150 | £ | 150 | |||||||
Net loss for period ended June 30, 2010 | (40,088) | (40,088) | ||||||||||
Balance at June 30, 2010 | 150 | £ | 150 | £ | (40,088) | £ | (39,938) | |||||
Net loss for the twelve months ended June 30, 2011 | (12,042) | (12,042) | ||||||||||
Balance at June 30, 2011 | 150 | £ | 150 | £ | (52,130) | £ | (51,980) |
See accompanying notes to financial statements
SIGHT SCIENCE LIMITED
Statement of Cash Flows
For the year ended June 30 | |||
2011 | |||
Cash flows from operating activities: | |||
Net loss | £ | (12,042) | |
Adjustments to reconcile net loss to cash | |||
used in operating activities: | |||
Depreciation of fixed assets | 2,013 | ||
Net loss as adjusted for non-cash items | (10.029) | ||
Changes in assets and liabilities: | |||
Accounts receivable | 60 | ||
Accounts payable | (5,952) | ||
Other current liabilities | 631 | ||
Cash used in operating activities | (15,290) | ||
Cash flows provided by / (used in) investing activities: | |||
Purchase of fixed assets | (1,275) | ||
Cash provided by / (used in) investing activities | (1,275) | ||
Net increase (decrease) in cash | (16,565) | ||
Cash at beginning of period | 29,961 | ||
Cash at end of period | £ | 13,396 |
See accompanying notes to financial statements
SIGHT SCIENCE LIMITED
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011
1. FORMATION AND BUSINESS OF THE COMPANY
Business Description
Sight Science Limited (“Sight Science” or the “Company”), was incorporated in Aberdeen, Scotland, UK on November 15, 2006 and commenced trading on July 1, 2009.
The Company develops, markets and supports vision restoration therapy software and related devices. The Company provides Neuro-Eye Therarpy (NeET). Patients enter into individual contracts for this therapy. Patients eligible for the Company’s vision therapy have partial vision loss typically resulting from a stroke or traumatic brain injury.
2. GOING CONCERN
The Company’s financial statements have been presented on a basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and assumes the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss of £12,042 for the year ended June 30, 2011, and the Company expects to continue to incur substantial additional losses in the future, including development and marketing costs. The Company has generated negative cash flows from operations since inception. As of June 30, 2011 the Company had a shareholders’ deficit of £51,980 and cash and cash equivalents of £13,396. The Company believes it will not have enough cash to meet its various cash needs unless the Company is able to obtain additional cash from the issuance of debt or equity securities. There is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms, or at all. If adequate funds are not available, the Company may have to delay development or marketing of its therapies, or cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The 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.
3. ACCOUNTING POLICIES
Accounting Convention
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and in accordance with the special provisions of Part 15 of the UK Companies Act 2006 related to small companies and with the Financial Reporting Standards for Smaller Entities (effective April 2008).
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 Company believes that such 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.
Uses of estimates in the preparation of financial statements
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the 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 consolidated financial statements include management’s estimate of the allowance for uncollectible accounts receivable and the completion by patients of paid-for therapies.
Revenue Recognition
Sight Science generates revenues from the provision of therapy services and other sources such as government grants, excluding value added tax. Therapy services revenues represent fees from the Company’s NeET vision restoration therapy software which is provided direct to patients. Sight Science recognizes revenue for providing the vision restoration therapy as the Company’s work effort is expended. The typical vision restoration therapy consists of six months of therapy, with a proportion of patients then going on to perform an additional period of therapy. A patient contract comprise 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.
Research grants and other subsidies represent revenue from Scottish Enterprise agencies to cover certain smaller company cost. The Company recognizes grant revenue when services or costs have been incurred.
Deferred revenue results from patients paying for the therapy in advance of receiving the therapy.
Research and Development
The Company expenses all research and development costs as incurred. For year ended June 30, 2011 the amounts charged to research and development expenses was £nil.
Educational marketing and advertising expenses
The Company may incur costs for the education of customers on the uses and benefits of its products. The Company will include education, marketing and advertising expense as a component of selling, general and administrative costs as such costs are incurred.
Hire purchase and leasing commitments
Rentals paid under operating leases are charged to the income statement on a straight line basis over the period of the lease.
Property and equipment
The Company records property and equipment at cost and calculates depreciation using the straight-line method over the estimated useful life of the assets, which is estimated to be four years. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized.
Income taxes
The Company accounts for income taxes in accordance with the current authoritative guidance. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that
will be in effect when the differences are expected to reverse. Valuation allowances are established, when it is more likely than not that such benefit will not be realized.
Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. There are no other potential ordinary shares, for example from the exercise of share options or the conversion of debt, that were outstanding during the period.
4. OPERATING LOSS
The operating loss is after charging:
Year ended June 30, 2011 | |
Depreciation – owned assets | £2,013 |
Directors’ remuneration and other benefits | £8,000 |
5. PROPERTY AND EQUIPMENT
As of June 30, 2011, Property and Equipment and the estimated lives used in the computation of depreciation is as follows:
June 30, | ||
Estimated Useful lives | 2011 | |
Machinery and equipment | 4 years | £1,983 |
Therapy Devices | 4 years | 6,068 |
8,051 | ||
Less: Accumulated depreciation and amortization | (3,707) | |
Property and Equipment, net | £4,344 |
6. CURRENT LIABILITIES
As of June 30, 2011 Current Liabilities consisted of:
June 30, | |
2011 | |
Accounts payable – trade creditors | £3,985 |
Credit card | 267 |
Taxation and Social Security | 182 |
Accrued Directors’ fees | 8,000 |
Deferred Revenue | 10,000 |
Other Accrued liabilities | 1,583 |
Total Other Liabilities | 20,032 |
Total Current Liabilities |
£24,017 |
7. NOTES PAYABLE – LONG TERM
As of June 30, 2011 Notes Payable – Long term consisted of an interest free loan of £47,426 from the University of Aberdeen to the Company dated July 7, 2009 and with a maturity date of July 6, 2014.
8. INCOME TAXES
The Company has incurred losses since inception and no liability to UK corporation tax arose for the year ended June 30, 2011.
9. COMMITMENTS AND CONTINGENCIES
Lease
The Company executed a lease agreement for administrative office space on the University of Aberdeen’s premises. The lease is for one year to May 8, 2012 at a rental of £2,000 per annum.
Sponsorship of the Stroke Association
In February 2011 the Company entered into an agreement to sponsor the production of the Visual Problems After Stroke factsheet which is distributed by the Stroke Association to individuals who register in the UK. The amount of sponsorship is £2,650
10. RELATED PARTY TRANSACTIONS
The Company entered into a secondment agreement in July, 2009 with the University of Aberdeen, for the services of Prof. Arash Sahraie at a cost of approximately £7500 per annum
11. SUBSEQUENT EVENTS
On January 3, 2012 the Notes Payable – Long term, together with certain other payables due to the University of Aberdeen, were converted into 16 new ordinary shares of the Company.
On January 4, 2012 the shareholders of Sight Science entered into various agreements for the sale of all the shares of the Company to NovaVision, Inc. (“NovaVision”), a subsidiary of Vycor Medical, Inc. (“Vycor”), for a total consideration of £384,768. NovaVision agreed to pay the Sight Science shareholders £200,000 cash, of which £100,000 was paid at the Closing on January 4, 2012 and an additional £100,000 cash to be paid to the Sight Science shareholders on the one-year anniversary of the Closing. In addition, the Sight Science shareholders received at Closing further consideration in the form of 14,350,000 Vycor restricted shares, which are the subject of lock-up agreements between the Parties, and which at Closing were valued at £184,768.
mainpages
Exhibit 99.4
VYCOR MEDICAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On January 4, 2012, Vycor Medical, Inc.(Vycor or the Company) acquired all of the shares of Sight Science Limited (Sight Science) for a total of £384,768 ($597,660). In consideration of the Share Purchase Agreement and other Transaction agreements, the Company agreed to pay the Sight Science shareholders £200,000 (US$ 310,660) cash, of which £100,000 (US$155,330) was paid at the Closing and an additional £100,000 (US$155,330) cash to be paid to the Sight Science shareholders on the one-year anniversary of the Closing. In addition, the Sight Science shareholders received at Closing further consideration in the form of 14,350,000 restricted shares of the Company, which are the subject of lock-up agreements between the Parties, and which at Closing were valued at £184,768 (US$287,000).
The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2011 and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2011 and the fiscal year ended December 31, 2010 give effect to the Companys purchase of Sight Science. The acquisition has been accounted for as a business combination under ASC 805 and the initial purchase price was allocated to Sight Sciences assets and liabilities based on their fair values at the date of the acquisition.
The unaudited pro forma condensed consolidated balance sheet presents the financial position of the Company as if the acquisition of Sight Science occurred on September 30, 2011. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2011 and year ended December 31, 2010 has been prepared as if the acquisition occurred on January 1, 2011 and January 1, 2011, respectively.
As required under Financial Accounting Standards Board Accounting Standards Codification (ASC) 805, Business Combinations, the Company commissioned an independent appraisal of the assets acquired which was finalized in March 2011. The Company determined the fair value of the assets acquired pursuant to the acquisition method as defined in ASC 805 and ASC 350, Intangibles-Goodwill and Other. Included in this valuation were assumptions concerning the cost of equity determined via the build-up method, the cost of debt and the weighted average cost of capital. Cash flows as included in the valuation were projected based on historical operations as well as managements projections for future results based on these historical amounts. The trademark and patent valuations were based upon the Relief-from Royalty Method on an after tax basis. The value of the Internally Developed Software was based upon the Multi-period Excess Earnings Method utilizing, among other factors, a discount rate based on the Weighted Average Cost of Capital.
The unaudited pro forma condensed consolidated financial statements, which have been prepared in accordance with rules prescribed by Article 11 of Regulation S-X, are provided for informational purposes only and are not necessarily indicative of the past or future results of the operations or financial position of the Company.
This information should be read in conjunction with the previously filed Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2012, the previously filed historical financial statements and accompanying notes of the Company contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011 and the historical financial statements and accompanying notes of Sight Science included in this report on Form 8-K/A.
1
VYCOR MEDICAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2011
ASSETS | Vycor |
| Sight Science |
| Adjustments |
| Proforma Combined | ||
Current assets: |
|
|
|
|
|
|
| ||
| Cash and cash equivalents | $1,833,831 |
| 25,541 |
| $(156,250) | A | $1,703,122 | |
| Accounts receivable | 113,575 |
| 1,695 |
|
|
| 115,270 | |
| Inventory | 118,157 |
|
|
|
|
| 118,157 | |
| Prepaid expenses and other current assets | 1,176,941 |
|
|
|
|
| 1,176,941 | |
|
| Total current assets | 3,242,504 |
| 27,236 |
| (156,250) |
| 3,113,490 |
|
|
|
|
|
|
|
|
|
|
Fixed assets, net | 671,607 |
| 6,002 |
| 365,625 | A | 1,043,234 | ||
Intangible and Other assets |
|
|
|
|
|
|
| ||
| Intangible assets, net | 130,000 |
|
|
| 121,875 | A | 251,875 | |
| Patents, net of accumulated amortization | 343,622 |
|
|
| 181,250 | A | 524,872 | |
| Website, net of accumulated amortization | 5,165 |
|
|
|
|
| 5,165 | |
| Security deposits | 8,988 |
|
|
|
|
| 8,988 | |
| 487,775 |
|
|
| 303,125 |
| 790,900 | ||
|
| Total assets | $4,401,886 |
| 33,238 |
| $512,500 |
| $4,947,624 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
| ||
| Accounts payable | $241,889 |
| 12,948 |
| (9,230) | D | $245,607 | |
| Accrued interest | 24,986 |
|
|
|
|
| 24,986 | |
| Accrued liabilities | 658,098 |
|
|
| 45,043 | B | 704,041 | |
| Other Current Liabilities | 101,179 |
| 37,510 |
| (14,063) | C | 124,626 | |
| Notes payable - current | 318,327 |
|
|
|
|
| 318,327 | |
|
| Total current liabilities | 1,344,479 |
| 50,458 |
| 22,650 |
| 1,417,587 |
|
|
|
|
|
|
|
|
|
|
| Notes payable long term | 1,316,362 |
| 74,103 |
| (74,103) | C | 1,316,362 | |
| Other long term liabilities |
|
|
|
| 156,250 | A | 156,250 | |
|
|
|
|
|
|
|
|
|
|
|
| Total liabilities | 2,660,841 |
| 124,561 |
| 104,797 |
| 2,890,199 |
|
|
|
|
|
|
|
|
|
|
Shareholders equity (deficit): |
|
|
|
|
|
|
| ||
| Preferred stock | 1 |
|
|
|
|
| 1 | |
| Common stock | 80,616 |
| 234 |
| 1,201 | A,D | 82,051 | |
| Additional paid-in capital | 12,461,726 |
|
|
| 287,265 | A,C,D | 12,748,991 | |
| Accumulated deficit | (10,803,211) |
| (91,874) |
| 119,554 | C,E,F | (10,775,531) | |
| Accumulated Other Comprehensive Income | 1,913 |
| 317 |
| (317) | D | 1,913 | |
|
| Total shareholders equity (deficit) | 1,741,045 |
| (91,323) |
| 407,703 |
| 2,057,425 |
|
|
|
|
|
|
|
|
|
|
|
| Total liabilities and shareholders equity | $4,401,886 |
| $33,238 |
| $512,500 |
| $4,947,624 |
2
VYCOR MEDICAL, INC.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Although the transaction took place on January 4, 2012 and will be recorded in Vycor's financial statements at the closing $/£ rate on January 3, 2012, for the purposes of the pro forma the adjustments and transaction are recorded at the September 30, 2011 balance sheet rate. Both rates are shown below. | |||||||||
|
|
|
|
|
|
|
|
|
|
A |
| Reflects the acquisition by Vycor of the share capital of Sight Science. The transaction took place on January 4, 2012 and comprised: | |||||||
|
|
|
|
|
| Sep 30, 2011 rate |
| Jan 3, 2012 rate |
|
|
| Cash at closing | £100,000 |
|
| $156,250 |
| $155,330 |
|
|
| Cash due on January 4, 2013 | £100,000 |
|
| $156,250 |
| $155,330 |
|
|
| Stock consideration | £184,768 |
|
| $288,700 |
| $287,000 |
|
|
| Total Consideration | £384,768 |
|
| $601,200 |
| $597,660 |
|
|
|
|
|
|
|
|
|
|
|
|
| Reflects the ASC 805 valuation of the intangible assets acquired in the transaction: |
|
| |||||
|
| Trademarks and Tradenames | £78,000 |
|
| $121,875 |
| $121,157 |
|
|
| Patents | £116,000 |
|
| $181,250 |
| $180,183 |
|
|
| Developed Software | £234,000 |
|
| $365,625 |
| $363,472 |
|
|
| Total Fair Value of Assets Acquired | £431,886 |
|
| $674,822 |
| $670,849 |
|
|
|
|
|
|
|
|
|
|
|
|
| Negative Goodwill: Excess of Fair Value of Assets Acquired over Total Consideration |
| $73,622 |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
B |
| Reflects the transaction costs incurred by Vycor in connection with the acquisition and not accrued at September 30, 2011 |
| ||||||
|
|
|
|
|
|
|
|
|
|
C |
| Reflects the conversion of University of Aberdeen's loan to Sight Science and certain accounts payable balances just prior to Closing, together with the payment of outstanding director's fees by the vendors at closing | |||||||
|
| Loan | £47,426 |
|
| $74,103 |
| $73,667 |
|
|
| Accounts payable balances | £5,907 |
|
| $9,230 |
| $9,175 |
|
|
| Directors fees | £9,000 |
|
| $14,063 |
| $13,980 |
|
|
|
| £62,333 |
|
| $97,395 |
| $96,822 |
|
|
| This contribution to Sight Sciences capital is eliminated in adjustment D |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D |
| Reflects the elimination of Sight Science's shareholders' equity in consolidation. | |||||||
|
|
|
|
|
|
|
|
|
|
E |
| Reflects the effect on the net loss for the period for the acquisition, including the negative goodwill (A) and the transaction costs (B) |
|
3
VYCOR MEDICAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011
|
| Vycor |
| Sight Science |
| Adjustments |
| Pro forma Combined |
|
|
|
|
|
|
|
|
|
Revenue | 518,731 |
| 55,025 |
|
|
| 573,756 | |
|
|
|
|
|
|
|
|
|
Cost of revenue | 93,863 |
| 2,805 |
|
|
| 96,668 | |
|
|
|
|
|
|
|
|
|
| Gross profit | 424,868 |
| 52,220 |
|
|
| 477,088 |
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
| |
| Research and development | 94,960 |
| |
|
|
| 94,960 |
| Depreciation and amortization | 155,381 |
| 600 |
|
|
| 155,981 |
| Sales, General and administrative | 4,002,430 |
| 85,623 |
|
|
| 4,088,053 |
| Costs related to Acquisition of Subsidiary |
|
|
|
| 45,943 | F | 45,943 |
| Negative Goodwill on Acquisition of Subsidiary |
|
|
|
| (73,622) | G | (73,622) |
|
|
|
|
|
|
|
|
|
| Total operating expenses | 4,252,771 |
| 86,223 |
| (27,679) |
| 4,311,315 |
|
|
|
|
|
|
|
|
|
| Loss from operations | (3,827,903) |
| (34,003) |
| 27,679 |
| (3,834,227) |
|
|
|
|
|
|
|
|
|
Net Interest and Other income (expense) | (92,149) |
| (415) |
|
|
| (92,564) | |
|
|
|
|
|
|
|
|
|
| Net loss | $(3,920,052) |
| $(34,418) |
| $27,679 |
| $(3,926,791) |
|
|
|
|
|
|
|
|
|
Loss per Share |
|
|
|
|
|
|
| |
| Basic and diluted | $(0.005) |
|
|
|
|
| $(0.005) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
|
|
|
|
| ||
| Basic and diluted | 770,330,972 |
|
|
|
|
| 784,680,972 |
|
|
|
|
|
|
|
|
|
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
F |
| Reflects the transaction costs incurred by Vycor in connection with the acquisition and not accrued at September 30, 2011 | |||||||
|
|
|
|
|
|
|
|
|
|
G |
| Reflects the negative goodwill generated from the excess of the Fair Value of the Assets acquired over the Consideration paid as set out in more detail in Note A |
| ||||||
|
|
|
|
|
|
|
|
|
|
4
VYCOR MEDICAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
|
| Vycor |
| Sight Science |
| Adjustments |
| Pro forma Combined |
|
|
|
|
|
|
|
|
|
Revenue | 316,450 |
| 98,395 |
|
|
| 414,845 | |
|
|
|
|
|
|
|
|
|
Cost of revenue | 48,737 |
| 4,918 |
|
|
| 53,655 | |
|
|
|
|
|
|
|
|
|
| Gross profit | 267,713 |
| 93,477 |
|
|
| 361,190 |
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
| |
| Research and development | 15,208 |
| |
|
|
| 15,208 |
| Depreciation and amortization | 56,801 |
| 789 |
|
|
| 57,590 |
| Sales, General and administrative | 1,921,422 |
| 111,641 |
|
|
| 2,033,063 |
| Costs related to Acquisition of Subsidiary |
|
|
|
| 45,943 | I | 45,943 |
| Negative Goodwill on Acquisition of Subsidiary |
|
|
|
| (73,622) | J | (73,622) |
|
|
|
|
|
|
|
|
|
| Total operating expenses | 1,993,431 |
| 112,430 |
| (27,679) |
| 2,078,182 |
|
|
|
|
|
|
|
|
|
| Loss from operations | (1,725,718) |
| (18,953) |
| 27,679 |
| (1,716,992) |
|
|
|
|
|
|
|
|
|
Net Interest and Other income (expense) | (258,104) |
| (199) |
|
|
| (258,303) | |
|
|
|
|
|
|
|
|
|
| Net loss | $(1,983,822) |
| $(19,152) |
| $27,679 |
| $(1,975,295) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per Share |
|
|
|
|
|
|
| |
| Basic and diluted | $(0.003) |
|
|
|
|
| $(0.003) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
| |
| Basic and diluted | 663,168,900 |
|
|
|
|
| 677,518,900 |
|
|
|
|
|
|
|
|
|
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
The pro forma financial information above includes the audited statements of operations for Vycor and Sight Science for their respective most recent fiscal year ends; in Vycors case this is December 31, 2010 and in Sight Sciences case this is June 30, 2011. | ||||||||||
|
| Reflects the depreciation and amortization of the acquired intangible assets to the extent these were greater than the carrying value in Sight Science's financial statements | ||||||||
|
|
| ||||||||
I |
| Reflects the transaction costs incurred by Vycor in connection with the acquisition and not accrued at September 30, 2011 | ||||||||
|
|
|
|
|
|
|
|
| ||
J |
| Reflects the negative goodwill generated from the excess of the Fair Value of the Assets acquired over the Consideration paid as set out in more detail in Note A | ||||||||
|
|
|
|
|
|
|
|
|
5
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Parentheticals)
|
Jan. 03, 2012
USD ($)
|
Jan. 03, 2012
GBP (£)
|
Sep. 30, 2011
USD ($)
|
Jan. 03, 2012
Trademarks and Tradenames
USD ($)
|
Jan. 03, 2012
Trademarks and Tradenames
GBP (£)
|
Sep. 30, 2011
Trademarks and Tradenames
USD ($)
|
Jan. 03, 2012
Patents
USD ($)
|
Jan. 03, 2012
Patents
GBP (£)
|
Sep. 30, 2011
Patents
USD ($)
|
Jan. 03, 2012
Developed Software
USD ($)
|
Jan. 03, 2012
Developed Software
GBP (£)
|
Sep. 30, 2011
Developed Software
USD ($)
|
---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash at closing | $ 155,330 | £ 100,000 | $ 156,250 | |||||||||
Cash due on January 4, 2013 | 155,330 | 100,000 | 156,250 | |||||||||
Stock consideration | 287,000 | 184,768 | 288,700 | |||||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price, Total | 597,660 | 384,768 | 601,200 | |||||||||
Acquired Finite-lived Intangible Asset | 670,849 | 431,886 | 674,822 | 121,157 | 78,000 | 121,875 | 180,183 | 116,000 | 181,250 | 363,472 | 234,000 | 365,625 |
Loan | 73,667 | 47,426 | 74,103 | |||||||||
Accounts payable balances | 9,175 | 5,907 | 9,230 | |||||||||
Directors fees | 13,980 | 9,000 | 14,063 | |||||||||
Business Acquisition, Purchase Price Allocation, Current Liabilities, Total | 96,822 | 62,333 | 97,395 | |||||||||
Negative Goodwill | $ 73,622 |
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Document and Entity Information
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9 Months Ended |
---|---|
Sep. 30, 2011
|
|
Document and Entity Information [Abstract] | |
Entity Registrant Name | VYCOR MEDICAL INC |
Entity Central Index Key | 0001424768 |
Document Type | 8-K |
Document Period End Date | Sep. 30, 2011 |
Amendment Flag | true |
Amendment Description | This amendment is being filed pursuant to the instructions with respect to Item 9.01-- Financial Statements and Exhibits, which provides that financial statements required by said item may be filed with the initial report, or by amendment not later than 71 calendar days after the date that the initial report on Form 8-K must be filed. This Report includes the financial statements required in Item 9.01. |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (USD $)
|
9 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Sep. 30, 2011
|
Sep. 30, 2010
|
|||||||
Vycor
|
||||||||
Revenue | $ 518,731 | $ 316,450 | ||||||
Cost of revenue | 93,863 | 48,737 | ||||||
Gross profit | 424,868 | 267,713 | ||||||
Operating expenses | ||||||||
Research and development | 94,960 | 15,208 | ||||||
Depreciation and amortization | 155,381 | 56,801 | ||||||
Sales, General and administrative | 4,002,430 | 1,921,422 | ||||||
Costs related to Acquisition of Subsidiary | ||||||||
Negative Goodwill on Acquisition of Subsidiary | ||||||||
Total operating expenses | 4,252,771 | 1,993,431 | ||||||
Loss from operations | (3,827,903) | (1,725,718) | ||||||
Net Interest and Other income (expense) | (92,149) | (258,104) | ||||||
Net loss | (3,920,052) | (1,983,822) | ||||||
Loss per Share | ||||||||
Basic and diluted (in dollars per share) | $ (0.005) | $ (0.003) | ||||||
Weighted average number of common shares outstanding | ||||||||
Basic and diluted (in shares) | 770,330,972 | 663,168,900 | ||||||
Sight Science
|
||||||||
Revenue | 55,025 | 98,395 | ||||||
Cost of revenue | 2,805 | 4,918 | ||||||
Gross profit | 52,220 | 93,477 | ||||||
Operating expenses | ||||||||
Research and development | ||||||||
Depreciation and amortization | 600 | 789 | ||||||
Sales, General and administrative | 85,623 | 111,641 | ||||||
Costs related to Acquisition of Subsidiary | ||||||||
Negative Goodwill on Acquisition of Subsidiary | ||||||||
Total operating expenses | 86,223 | 112,430 | ||||||
Loss from operations | (34,003) | (18,953) | ||||||
Net Interest and Other income (expense) | (415) | (199) | ||||||
Net loss | (34,418) | (19,152) | ||||||
Loss per Share | ||||||||
Basic and diluted (in dollars per share) | ||||||||
Weighted average number of common shares outstanding | ||||||||
Basic and diluted (in shares) | ||||||||
Adjustments
|
||||||||
Revenue | ||||||||
Cost of revenue | ||||||||
Gross profit | ||||||||
Operating expenses | ||||||||
Research and development | ||||||||
Depreciation and amortization | ||||||||
Sales, General and administrative | ||||||||
Costs related to Acquisition of Subsidiary | 45,943 | [1] | 45,943 | [1] | ||||
Negative Goodwill on Acquisition of Subsidiary | (73,622) | [2] | (73,622) | [2] | ||||
Total operating expenses | (27,679) | (27,679) | ||||||
Loss from operations | 27,679 | 27,679 | ||||||
Net Interest and Other income (expense) | ||||||||
Net loss | 27,679 | 27,679 | ||||||
Loss per Share | ||||||||
Basic and diluted (in dollars per share) | ||||||||
Weighted average number of common shares outstanding | ||||||||
Basic and diluted (in shares) | ||||||||
Proforma Combined
|
||||||||
Revenue | 573,756 | 414,845 | ||||||
Cost of revenue | 96,668 | 53,655 | ||||||
Gross profit | 477,088 | 361,190 | ||||||
Operating expenses | ||||||||
Research and development | 94,960 | 15,208 | ||||||
Depreciation and amortization | 155,981 | 57,590 | ||||||
Sales, General and administrative | 4,088,053 | 2,033,063 | ||||||
Costs related to Acquisition of Subsidiary | 45,943 | 45,943 | ||||||
Negative Goodwill on Acquisition of Subsidiary | (73,622) | (73,622) | ||||||
Total operating expenses | 4,311,315 | 2,078,182 | ||||||
Loss from operations | (3,834,227) | (1,716,992) | ||||||
Net Interest and Other income (expense) | (92,564) | (258,303) | ||||||
Net loss | $ (3,926,791) | $ (1,975,295) | ||||||
Loss per Share | ||||||||
Basic and diluted (in dollars per share) | $ (0.005) | $ (0.003) | ||||||
Weighted average number of common shares outstanding | ||||||||
Basic and diluted (in shares) | 784,680,972 | 677,518,900 | ||||||
|