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 ~~March 31,~~June 30, 2022

☐	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
of 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~~(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”, “smaller reporting company” and ~~“smaller reporting~~“emerging growth 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 ~~31,455,744~~31,991,458 shares outstanding of registrant’s common stock, par value $0.0001 per share, as of ~~May 10,~~August 15, 2022.

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 ~~March 31,~~June 30, 2022 and December 31, 2021	3

	Unaudited Consolidated Statements of Comprehensive Loss for the three and six months ended ~~March 31,~~June 30, 2022 and 2021.	4

	Unaudited Consolidated Statement of Stockholders’ Deficiency for the three and six months ended ~~March 31,~~June 30, 2022 and 2021.	5

	Unaudited Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021.	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	2023

Item 4.	Controls and Procedures	2023

	PART II

Item 1.	Legal Proceedings	2124

Item 1A.	Risk Factors	2124

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2124

Item 3.	Defaults Upon Senior Securities	2124

Item 4.	Mine Safety Disclosures	2124

Item 5.	Other Information	2224

Item 6.	Exhibits	2224

SIGNATURES		2523

PART 1

ITEM 1. FINANCIAL STATEMENTS

VYCOR MEDICAL, INC.

Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,			June 30,			December 31,
	2022			2021			2022			2021
ASSETS
Current Assets
Cash	$	80,567		$	90,941		$	43,619		$	90,941
Trade accounts receivable		161,783			126,096			212,455			126,096
Inventory		204,466			207,521			201,717			207,521
Prepaid expenses and other current assets		65,886			62,473			54,693			62,473
Current assets of discontinued operations		182			380			312			380
Total Current Assets		512,884			487,411			512,796			487,411

Fixed assets, net		346,042			362,393			334,986			362,393

Intangible and Other assets:
Security deposits		6,000			6,000			6,000			6,000
Operating lease - right of use assets		68,053			79,560			56,400			79,560
Total Intangible and Other assets		74,053			85,560			62,400			85,560
TOTAL ASSETS	$	932,979		$	935,364		$	910,182		$	935,364

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accounts payable	$	182,573		$	227,720		$	147,566		$	227,720
Accrued interest: Other		390,599			380,479			401,779			380,479
Accrued interest: Related party		114,356			106,444			124,350			106,444
Accrued liabilities - Other		123,937			126,959			148,322			126,959
Accrued liabilities - Related Party		1,784,035			1,621,850			1,784,035			1,621,850
Notes payable: Other		309,057			319,329			302,121			319,329
Notes payable: Related Party		400,873			320,873			400,873			320,873
Current operating lease liabilities		47,518			46,915			48,133			46,915
Current liabilities of discontinued operations		(616	)		(572	)		(1,600	)		(572	)
Total Current Liabilities		3,352,332			3,149,997			3,355,579			3,149,997

Loan Payable - SBA EIDL	$	148,681		$	150,000		$	147,879		$	150,000
Operating lease liability - Long term		18,379			30,580			6,021			30,580
Total Long-term Liabilities		167,060			180,580			153,900			180,580
Total Liabilities		3,519,392			3,330,577

STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 270,307 and 270,307 issued and outstanding as at March 31, 2022 and December 31, 2021 respectively		27			27
Common Stock, $0.0001 par value, 55,000,000 shares authorized at March 31, 2022 and December 31, 2021, 31,457,415 and 30,921,701 shares issued and 31,354,081 and 30,818,367 outstanding at March 31, 2022 and December 31, 2021 respectively		3,146			3,092
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 270,307 and 270,307 issued and outstanding as at June 30, 2022 and December 31, 2021 respectively								27			27
Common Stock, $0.0001 par value, 55,000,000 shares authorized at June 30, 2022 and December 31, 2021, 32,094,792 and 30,921,701 shares issued and 31,991,458 and 30,818,367 outstanding at June 30, 2022 and December 31, 2021 respectively								3,209			3,092
Additional Paid-in Capital		29,217,651			29,172,169			29,303,715			29,172,169
Treasury Stock (103,334 shares of Common Stock as at March 31, 2022 and December 31, 2021 respectively, at cost)		(1,033	)		(1,033	)
Treasury Stock (103,334 shares of Common Stock as at June 30, 2022 and December 31, 2021 respectively, at cost)								(1,033	)		(1,033	)
Accumulated Deficit		(31,933,879	)		(31,697,142	)		(32,032,889	)		(31,697,142	)
Accumulated Other Comprehensive Income		127,675			127,674			127,674			127,674
Total Stockholders’ Deficiency		(2,586,413	)		(2,395,213	)		(2,599,297	)		(2,395,213	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	932,979		$	935,364		$	910,182		$	935,364

See accompanying notes to consolidated financial statements

VYCOR MEDICAL, INC.

Consolidated Statements of Comprehensive Loss

(Unaudited)

	2022			2021			2022			2021			2022			2021
	For the three months ended March 31,						For the three months ended June 30,						For the six months ended June 30,
	2022			2021			2022			2021			2022			2021

Revenue	$	313,833		$	295,749		$	327,923		$	491,427		$	641,756		$	787,176
Cost of Goods Sold		33,409			28,477			27,885			39,328			61,294			67,805
Gross Profit		280,424			267,272			300,038			452,099			580,462			719,371

Operating Expenses:
Research and development		-			2,700			-			3,929			-			6,629
Depreciation and amortization		14,649			13,945			14,649			17,602			29,298			31,547
Selling, general and administrative		318,674			457,476			359,763			407,079			678,437			864,555
Total Operating expenses		333,323			474,121

Total Operating Expenses								374,412			428,610			707,735			902,731
Operating loss		(52,899	)		(206,849	)		(74,374	)		23,489			(127,273	)		(183,360	)

Other Income (Expense)
Other income (Expense)
Interest expense: Related Party		(7,912	)		(7,665	)		(9,994	)		(8,000	)		(17,906	)		(15,665	)
Interest expense: Other		(12,314	)		(16,118	)		(13,370	)		(13,662	)		(25,684	)		(29,780	)
Loss on foreign currency exchange		(672	)		(115	)		12			(884	)		(660	)		(999	)
Total Other Income (Expense)		(20,898	)		(23,898	)		(23,352	)		(22,546	)		(44,250	)		(46,444	)

Loss Before Credit for Income Taxes		(73,797	)		(230,747	)		(97,726	)		943			(171,523	)		(229,804	)
Credit for income taxes		-			-			-			-			-			-
Net Loss from continuing operations		(73,797	)		(230,747	)		(97,726	)		943			(171,523	)		(229,804	)
Loss from discontinued operations		(755	)		(12,172	)		(1,284	)		(10,317	)		(2,039	)		(22,489	)
Net loss		(74,552	)		(242,919	)
Net Loss								(99,010	)		(9,374	)		(173,562	)		(252,293	)

Preferred stock dividends		(162,185	)		(162,185	)		-			-			(162,185	)		(162,185	)
Net Loss Available to Common Stockholders	$	(236,737	)	$	(405,104	)	$	(99,010	)	$	(9,374	)	$	(335,747	)	$	(414,478	)

Other Comprehensive Income
Other Comprehensive Loss
Foreign Currency Translation Adjustment		1			7			(1	)		(5	)		-			2
Comprehensive Loss	$	(74,551	)	$	(242,912	)		(99,011	)		(9,379	)		(173,562	)		(252,291	)

Net Loss Per Share – basic and diluted
Net Loss Per Share - basic and diluted
Loss from continuing operations	$	(0.01	)	$	(0.01	)	$	(0.00	)	$	0.00		$	(0.01	)	$	(0.01	)
Loss from discontinued operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net Loss available to common shareholders	$	(0.01	)	$	(0.01	)
Net loss available to common stockholders							$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted Average Number of Shares Outstanding – Basic and Diluted		30,824,320			27,831,540			31,461,631			29,670,235			31,444,736			28,755,966

See accompanying notes to consolidated financial statements

VYCOR MEDICAL, INC.

Consolidated Statement of Stockholders’ Deficiency

(Unaudited)

	Number		Amount		Number		Amount		Number		Amount		Number			Amount			Capital		Deficit			OCI		Total			Number		Amount		Number		Amount		Number		Amount		Number			Amount			Capital		Deficit			(Loss)			Total
																			Additional																												Additional					Accum
	Common Stock				Preferred C				Preferred D				Treasury Stock						Paid-in		Accumulated			Accum					Common Stock				Preferred C				Preferred D				Treasury Stock						Paid-in		Accumulated			OCI
	Number		Amount		Number		Amount		Number		Amount		Number			Amount			Capital		Deficit			OCI		Total			Number		Amount		Number		Amount		Number		Amount		Number			Amount			Capital		Deficit			(Loss)			Total

Balance at December 31, 2021		30,921,701	$	3,093		1	$	0		270,306	$	27		(103,334	)	$	(1,033	)		$  29,172,169	$	(31,697,142	)	$	127,674	$	(2,395,213	)
Balance at March 31, 2022																														31,457,415	$	3,147		1	$	0		270,306	$	27		(103,334	)	$	(1,033	)	$	29,217,651	$	(31,933,879	)	$	127,675		$	(2,586,413	)
Issuance of stock for board and consulting fees		535,714		54																45,482							45,536			637,377		62																86,065								86,127
Issuance of stock related to deferred compensation of directors																														-		-
Issuance of stock related to deferred compensation of directors, shares
Directors deferred compensation granted
Accumulated Comprehensive Loss						-		-		-		-		-			-					-			1		1																										(1	)		(1	)
Net loss for period ended March 31, 2022																						(236,737	)				(236,737	)
Balance at March 31, 2022		31,457,415	$	3,147		1	$	0		270,306	$	27		(103,334	)	$	(1,033	)	$	29,217,651	$	(31,933,879	)	$	127,675	$	(2,586,413	)
Net loss for period available to common stockholders																																-				-				-					-					(99,010	)					(99,010	)
Balance at June 30, 2022																														32,094,792	$	3,209		1	$	0		270,306	$	27		(103,334	)	$	(1,033	)	$	29,303,716	$	(32,032,889	)	$	127,674		$	(2,599,297	)

Number Amount Number Amount Number Amount Number Amount Capital Deficit OCI Total
Common Stock Preferred C Preferred D Treasury Stock Additional Paid-in Accumulated Accum
Number Amount Number Amount Number Amount Number Amount Capital Deficit OCI Total

Balance at December 31, 2020 27,534,740 $ 2,753 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $  28,826,378 $ (30,937,110 ) $ 127,669 $ (1,981,316 )
Balance 27,534,740 $ 2,753 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $  28,826,378 $ (30,937,110 ) $ 127,669 $ (1,981,316 )
Issuance of stock for board and consulting fees 535,714 54 101,376 101,430
Issuance of stock related to deferred compensation of directors 466,794 47 (47 ) -
Directors deferred compensation granted - - - - - - - 21,000 - 21,000
Accumulated Comprehensive Loss 7 7
Net loss for period ended March 31, 2021 (405,104 ) (405,104 )
Net loss (405,104 ) (405,104 )
Balance at March 31, 2021 28,537,248 $ 2,854 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $ 28,948,707 $ (31,342,214 ) $ 127,676 $ (2,263,983 )
Balance 28,537,248 $ 2,854 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $ 28,948,707 $ (31,342,214 ) $ 127,676 $ (2,263,983 )
Additional
Common Stock Preferred C Preferred D Treasury Stock Paid-in Accumulated Accum
Number Amount Number Amount Number Amount Number Amount Capital Deficit OCI Total

Balance at December 31, 2021 30,921,701 $ 3,093 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $ 29,172,169 $ (31,697,142 ) $ 127,674 $ (2,395,213 )
Issuance of stock for board and consulting fees 1,173,091 116 131,547 131,663
Accumulated Comprehensive Loss - -
Net loss for period available to common stockholders - - - (335,747 ) (335,747 )
Balance at June 30, 2022 32,094,792 $ 3,209 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $ 29,303,716 $ (32,032,889 ) $ 127,674 $ (2,599,297 )
Additional
Common Stock Preferred C Preferred D Treasury Stock Paid-in Accumulated Accum
Number Amount Number Amount Number Amount Number Amount Capital Deficit OCI Total

Balance at March 31, 2021 28,537,248 $ 2,854 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $ 28,948,707 $ (31,342,214 ) $ 127,676 $ (2,263,983 )
Issuance of stock for board and consulting fees 637,377 64 94,530 94,594
Issuance of stock related to deferred compensation of directors 1,142,442 114
(114
) -
Accumulated Comprehensive Loss (5 ) (5 )
Net loss for period available to common stockholders - - - (9,374 ) (9,374 )
Balance at June 30, 2021 30,317,067 $ 3,032 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $ 29,043,123 $ (31,351,588 ) $ 127,671 �� $ (2,178,768 )
Common Stock Preferred C Preferred D Treasury Stock Paid-in Accumulated Accum OCI
Number Amount Number Amount Number Amount Number Amount Capital Deficit (Loss) Total

Balance at December 31, 2020 27,534,740 $ 2,753 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $ 28,826,378 $ (30,937,110 ) $ 127,669 $ (1,981,316 )
Balance, value 27,534,740 $ 2,753 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $ 28,826,378 $ (30,937,110 ) $ 127,669 $ (1,981,316 )
Issuance of stock for board and consulting fees 1,173,091 118 195,906 196,024
Issuance of stock related to deferred compensation of directors 1,609,236 161 (161 ) -
Directors deferred compensation granted 21,000 21,000
Accumulated Comprehensive Loss 2 2
Net loss for period available to common stockholders - - - (414,478 ) (414,478 )
Balance at June 30, 2021 30,317,067 $ 3,032 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $ 29,043,123 $ (31,351,588 ) $ 127,671 $ (2,178,768 )
Balance, value 30,317,067 $ 3,032 1 $ 0 270,306 $ 27 (103,334 ) $ (1,033 ) $ 29,043,123 $ (31,351,588 ) $ 127,671 $ (2,178,768 )

See accompanying notes to consolidated financial statements

5

VYCOR MEDICAL, INC.
Consolidated Statement of Cash Flows
(Unaudited)

March 31, March 31, 2022 2021
For the three months ended For the six months ended
March 31, March 31, June 30,
2022 2021 2022 2021
Cash flows from operating activities:
Net loss $ (74,552 ) $ (242,919 ) $ (173,562 ) $ (252,293 )
Adjustments to reconcile net loss to cash used in operating activities:
Amortization of intangible assets - 2,994 - 5,988
Depreciation of fixed assets 15,563 11,162 30,605 26,267
Inventory provision 5,960 3,090 8,660 6,180
Stock based compensation 50,568 122,430 127,546
201,927

Changes in assets and liabilities:
Accounts receivable (35,686 ) 15,382 (86,360 )
(45,849
)
Inventory (2,117 ) (21,628 ) (2,856 ) (16,642 )
Prepaid expenses (8,536 ) 16,600 11,716 34,766
Accrued interest - Related Party 7,912 7,665 17,906 15,665
Accrued interest - Other 10,120 16,118 19,179
29,780

Accounts payable (45,147 ) 36,038 (80,154 )
38,840
Accrued liabilities - Other (3,021 ) 4,391 21,364 11,292
Changes in discontinued operations, net 156 (5,483 ) (960 )
(3,610
)
Cash used in operating activities (78,780 ) (34,160 ) (106,916 )
52,311
Cash flows from investing activities:
Purchase of fixed assets - (23,935 ) (3,198 ) (32,242 )
Cash used in investing activities - (23,935 ) (3,198 ) (32,242 )
Cash flows from financing activities:
Proceeds from Notes Payable - Related Party 80,000 10,000 80,000 10,000
Proceeds from Paycheck Protection Program and EIDL - 58,600
Proceeds from Paycheck Protection Program - 58,600
Proceeds net of repayments Notes Payable - Other (11,591 ) (17,470 ) (17,208 ) (25,987 )
Cash provided by financing activities 68,409 51,130 62,792 42,613
Effect of exchange rate changes on cash (3 ) 7 - 3
Net increase (decrease) in cash (10,376 ) (6,958 )
Net decrease in cash (47,322 ) 62,685
Cash at beginning of period 90,941 46,002 90,941 46,002
Cash at end of period $ 80,567 $ 39,044 $ 43,619 $ 108,687

Supplemental Disclosures of Cash Flow information:
Cash paid for interest $ 2,193 $ 0 $ 2,815 $
-

Cash paid for income tax $ 0 $ 0 $ - $ -

See accompanying notes to consolidated financial statements

6
VYCOR MEDICAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~March 31,~~June 30, 2022
(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, 2021 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, 2021.

The unaudited consolidated financial statements as of and for the three and six months ended ~~March 31,~~June 30, 2022 and 2021, 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 six months ended ~~March 31,~~June 30, 2022 and 2021 are not necessarily indicative of the results to be expected for any other interim period or for the entire year. ~~Certain prior period amounts on the unaudited consolidated financial statements have been reclassified to conform to the current period presentation.~~

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 $~~236,737~~335,747 for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and has not generated sufficient positive cash flows from operations. As of ~~March 31,~~June 30, 2022 the Company had a working capital deficiency of $~~540,184~~533,525, excluding related party liabilities of $~~2,299,264~~2,309,258. 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 $~~388,733~~400,699, which has a maturity date of March 31, 2023, 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, 2023 will be available. However, the Company believes it may not have sufficient cash to meet its various cash needs through ~~May~~August 31, ~~2022~~2023 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.

7
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 Company believes that 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.

Discontinued Operations

In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations (which we presented as operations to be disposed and operations disposed), less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45.

Accounting for forgivable loan received under the Small Business Administration Paycheck Protection Program

During the year ended December 31, 2020 the Company received a loan of $58,600 (“First Draw Loan”), pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act. During the year ended December 31, 2021 the Company received an additional PPP loan of $58,600 (“Second Draw Loan”). Under the terms of the PPP, both the First Draw Loan and Second Draw Loan were forgiven during the year ended December 31, 2021 as they were used for qualifying expenses as described in the CARES Act.

The Company accounted for the loans as a financial liability in accordance with FASB ASC 470 and accrued interest in accordance with the interest method under FASB ASC 835-30. For purposes of derecognition of the liability, FASB ASC 470-50-15-4 refers to guidance in FASB ASC 405-20. Based on this guidance, the proceeds of the loans were recorded as a liability until either (1) the loans are, in part or wholly, forgiven and the Company has been “legally released”, or (2) the Company pays off the loans. The Company has accordingly reduced the liability by the amount forgiven and recorded a gain on the extinguishment.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net 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 exercise of stock options and warrants and conversion of preferred stock and convertible debt. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share. No dilution adjustment has been made to the weighted average outstanding common shares in the periods presented because the assumed exercise of outstanding options and warrants and the conversion of preferred stock and debt would be anti-dilutive.

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The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share:
SCHEDULE OF COMMON STOCK NOT INCLUDED IN CALCULATION OF DILUTED NET LOSS PER SHARE

March 31,
2022

March 31,
2021
June 30, 2022 June 30, 2021
Stock options outstanding - 660,000
Debentures convertible into common stock 3,279,676 3,051,106 3,336,662 3,108,092
Preferred shares convertible into common stock 1,272,052 1,272,052 1,272,052 1,272,052
Directors Deferred Compensation Plan - 1,142,442
Total 4,551,728 6,125,600 4,608,714 4,380,144

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; in June 2020 Vycor announced that it would be entering into a license agreement and transition agreement (the “Agreements”) with HelferApp GmbH, a cognitive therapy specialist. Under the Agreements, HelferApp is licensed to provide NovaVision’s products and therapies in Germany, Austria and Switzerland to patients and professionals; and has assumed responsibility for the current patients of NovaVision in the territory. 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~~is formally wound up.

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

Major line items constituting assets and liabilities in the unaudited consolidated balance sheets
SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS
June 30, December 31,

March 31,
2022
December 31,
2021 2022 2021
ASSETS
Current Assets
Cash $ 182 $ 380 $ 312 380
Total Current Assets 182 380 312 380

TOTAL ASSETS $ 182 $ 380 $ 312 380

LIABILITIES
Current Liabilities
Accounts payable $ 4 $ 4 $ 4 4
Accrued liabilities - Other - - - -
Other current liabilities (620 ) (576 ) (1,604 ) (576 )
Total Current Liabilities $ (616 ) $ (572 ) $ (1,600 ) (572 )

Major line items constituting loss from discontinued operations

2022 2021

For the three months ended
March 31,
2022 2021 2022 2021
2022 2021 For the three months ended
June 30,
For the six months ended
June 30,

2022 2021 2022 2021
Revenue $ - $ - $ - $ - $ - $ -
Cost of Goods Sold - - - - - -
Gross Profit - - - - - -

Operating Expenses:
Selling, general and administrative 751 11,569 1,243 10,078 1,994 21,647
Total Operating expenses 751 11,569
Total Operating Expenses (1,243 ) (10,078 ) (1,994 ) (21,647 )
Operating Loss (751 ) (11,569 ) (1,243 ) (10,078 ) (1,994 ) (21,647 )

Other Income (Expense)
Loss on foreign currency exchange (4 ) (603 ) (41 ) (239 ) (45 ) (842 )
Total Other Income (Expense) (4 ) (603 ) (41 ) (239 ) (45 ) (842 )

Loss Before Credit for Income Taxes (755 ) (12,172 ) (1,284 ) (10,317 ) (2,039 ) (22,489 )
Credit for income taxes - - - - - -
Loss from discontinued operations, net of tax $ (755 ) $ (12,172 ) $ (1,284 ) $ (10,317 ) $ (2,039 ) $ (22,489 )

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4. NOTES PAYABLE

Related Parties Notes Payable

Related Party Notes Payable consists of:
SUMMARY OF NOTES PAYABLE

March 31,
2022

December 31,
2021

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, 2022 or on demand by the Payee. $ 30,000 $ 30,000
Between March 26, 2018 and March 25, 2022 the Company issued twelve promissory notes to Fountainhead Capital Management Limited for $370,873. 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. Eleven notes were extended on their due dates for another twelve months. The Notes will be due between July 2022 and May 2023 or on demand by the Payee. 370,873 290,873
Total Related Party Notes Payable $ 400,873 $ 320,873
June 30, 2022 December 31, 2021

30,000 30,000
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, 2023 or on demand by the Payee. $ 30,000 $ 30,000
Between March 26, 2018 and March 25, 2022 the Company issued eleven promissory notes to Fountainhead Capital Management Limited for $370,873. 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. Ten notes were extended on their due dates for another twelve months. The Notes will be due between July 2022 and July 2023 or on demand by the Payee. 370,873 290,873
Total Related Party Notes Payable $ 400,873 $ 320,873

Other Notes Payable

Other Notes Payable consists of:

March 31,
2022

December 31,
2021
June 30, 2022 December 31, 2021
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, 2023. See further note below. $ 300,000 $ 300,000
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 23, 2023. See further note below. $ 300,000 $ 300,000
Current portion of Long-Term Notes payable, see below 1,319 - 2,121 -
Insurance policy finance agreements. 7,738 19,329 - 19,329
Total Notes Payable: $ 309,057 $ 319,329 $ 302,121 $ 319,329

Long-Term Notes Payable consists of:

March 31,
2022

December 31,
2021
June 30, 2022 December 31, 2021
On July 7, 2020, the Company was advised that the Small Business Administration (SBA) had approved 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 twelve (12) months from the date of the note and is secured by essentially all of the assets of the Company. The proceeds of the Loan will be used for general working capital purposes to alleviate economic injury caused by disaster occurring in the month of January 2020 and continuing thereafter. $ 148,681 $ 150,000
On July 7, 2020, the Company was advised that the Small Business Administration (SBA) had approved 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. $ 147,879 $ 150,000
Total Long-Term Notes Payable: $ 148,681 $ 150,000 $ 147,879 $ 150,000

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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 ~~3,279,676~~3,336,662 shares of Common Stock as of ~~March 31, 2022.~~June 30, 2021. 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. ~~On March 29, 2022 the maturity date of the Note was extended to~~ ~~March 31, 2023. No other term was amended on the Note.~~

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. LEASE

The Company recognized the following related to a lease in its unaudited consolidated balance sheet at ~~March 31,~~June 30, 2022 and December 31, 2021:
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

March 31,
2022
December 31, 2021 June 30, 2022 December 31, 2021

Operating Lease ROU Assets $ 68,053 $ 79,560 $ 56,400 $ 79,560
Operating Lease ROU Assets $ 68,053 $ 79,560 $ 56,400 $ 79,560

Operating Lease Liabilities
Current portion 47,518 46,915 48,133 46,915
Long-term portion $ 18,379 $ 30,580 $ 6,021 $ 30,580
Operating Lease Liabilities $ 65,897 $ 77,495 $ 54,154 $ 77,495
6. 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 revenues, gross profits and total assets for each segment:
SCHEDULE OF BUSINESS SEGMENTS INFORMATION
2022 2021 2022 2021 2022 2021
Three Months Ended
March 31,
Three Months Ended
June 30,

Six Months Ended
June 30,

2022 2021 2022 2021 2022 2021
Revenue:
Vycor Medical $ 287,356 $ 262,714 $ 298,723 $ 462,318 $ 586,079 $ 725,031
NovaVision $ 26,477 $ 33,035 $ 29,200 $ 29,109 $ 55,677 $ 62,145
Revenue $ 313,833 $ 295,749 $ 327,923 $ 491,427 $ 641,756 $ 787,176
Gross Profit
Vycor Medical $ 256,337 $ 235,932 $ 272,485 $ 424,261 $ 528,822 $ 660,194
NovaVision $ 24,087 $ 31,340 $ 27,553 $ 27,838 $ 51,640 $ 59,177
Gross Profit $ 280,424 $ 267,272 $ 300,038 $ 452,099 $ 580,462 $ 719,371

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March 31, December 31,
2022 2021
Total Assets:
Vycor Medical $ 910,098 $ 901,930
NovaVision 22,699 33,054
Discontinued operations 182 380
Total Assets $ 932,979 $ 935,364
June 30, December 31,
2022 2021
Total Assets:
Vycor Medical $ 869,746 $ 901,930
NovaVision 40,124 33,054
Discontinued operations 312 380
Total Assets $ 910,182 $ 935,364

(b) Geographic information

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 revenues, gross profits and total assets for each segment.
SUMMARY OF GEOGRAPHIC INFORMATION
2022 2021 2022 2021 2022 2021
Three Months Ended
March 31,
Three Months Ended
June 30,

Six Months Ended
June 30,

2022 2021 2022 2021 2022 2021
Revenue:
United States $ 310,605 $ 288,780 $ 325,507 $ 487,908 $ 636,112 $ 776,688
Europe $ 3,228 $ 6,969 $ 2,416 $ 3,519 $ 5,644 $ 10,488
Revenue $ 313,833 $ 295,749 $ 327,923 $ 491,427 $ 641,756 $ 787,176
Gross Profit
United States $ 277,212 $ 260,371 $ 297,632 $ 448,610 $ 574,844 $ 708,982
Europe $ 3,212 $ 6,901 $ 2,406 $ 3,489 $ 5,618 $ 10,389
Gross Profit $ 280,424 $ 267,272 $ 300,038 $ 452,099 $ 580,462 $ 719,371

March 31, December 31,
2022 2021
Total Assets:
United States $ 926,757 $ 928,761
Europe 6,040 6,223
Discontinued operations 182 380
Total Assets $ 932,979 $ 935,364
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June 30, December 31,
2022 2021
Total Assets:
United States $ 905,661 $ 928,761
Europe 4,209 6,223
Discontinued operations 312 380
Total Assets $ 910,182 $ 935,364

7. EQUITY

~~Equity Transactions~~Common Stock Grants

During January to ~~March~~June 2022 and 2021, ~~the Company granted~~ 0 ~~and~~ ~~99,999~~ ~~shares of Common Stock respectively, (valued at $~~0 ~~and $21,000~~ ~~respectively) to non-employee Directors. Under~~under the terms of the ~~Directors Deferred Compensation Plan, the receipt of these shares is deferred until the January 15~~^thfollowing the termination of their services as a director, or following the termination of the Plan. The Plan was terminated on April 1, 2021 and the shares issued following the period end (see Note 13).
~~In January 2021~~Consulting Agreement referred to in note 10, the Company issued ~~466,794~~1,071,428 ~~shares~~ of ~~common stock~~Common Stock to ~~Oscar Bronsther in respect of the shares granted under the Directors’ Deferred Compensation plan, following his resignation from the board of directors effective July 1, 2020.~~Fountainhead valued at $119,464 and $175,895, respectively.

On April 1, ~~2021~~2022 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 14).~~agreement.

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~~During January to March 2022 and 2021, under the terms of the Consulting Agreement referred to in note 10, the Company issued~~ ~~535,714~~ ~~of Common Stock to Fountainhead valued at $45,536~~ ~~and $101,430, respectively.~~

Stock Options

The details of the outstanding stock options are as follows:
SCHEDULE OF STOCK OPTIONS
Number of shares
Weighted average
exercise price
per share

Outstanding at December 31, 2020 680,000 $ 0.28
Granted - -
Exercised - -
Cancelled or expired (680,000 ) 0.28
Outstanding at December 31, 2021 - $ -
Granted - -
Exercised - -
Cancelled or expired - -
Outstanding at March 31, 2022 - $ -
~~As of March 31, 2022, the weighted-average remaining contractual life of outstanding options is~~ 0 ~~years.~~

Number of
shares

Weighted
average
exercise price
per share

Outstanding at December 31, 2020 680,000 $ 0.28
Granted - -
Exercised - -
Cancelled or expired (680,000 ) 0.28
Outstanding at December 31, 2021 - $ -
Granted - -
Exercised - -
Cancelled or expired - -
Outstanding at June 30, 2022 - $ -

8. 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 stock granted to non-employees for each of the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 was $~~50,568~~127,546 and $~~122,430~~201,927, respectively. ~~As of March 31, 2022, there was $~~0 ~~of total unrecognized compensation costs related to warrant and stock awards and non-vested options.~~

9. 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 $4,000 per month, plus other charges of approximately $1,500 per month. The lease terminated September 30, 2020 and was extended for a further three years to August 31, 2023. ~~The Company’s subsidiary in Germany occupied premises on a rolling 12 month lease agreement with a 3 month notice period of EUR1,650~~ ~~per month (approximately $1,815), which was terminated effective June 30, 2020.~~ Rent expense for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 for the continuing operations was $~~20,604~~38,053 and $~~19,477~~38,954 respectively. See Note 5.

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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 in the ~~three~~six months ended ~~March 31,~~June 30, 2022 and the year ended December 31, 2021 respectively. The Company is in the process of winding down the entity, as disclosed in Note 3.

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10. CONSULTING AND OTHER AGREEMENTS

The following agreements were entered into or remained in force during the period ended ~~March 31,~~June 30, 2022:

Consulting Agreement with Fountainhead

In March 2017 and effective April 1, 2017, the Company amended the Fountainhead Consulting Agreement. Under the Amended Agreement, fees of $450,000 are payable to Fountainhead, with an option to receive $5,000 per month in cash and the remainder payable in Company Common Stock issued at the higher of $0.21 and the average price for the 30 days prior to issuance, and deliverable at the end of each fiscal quarter. The Consulting Agreement also contains provisions for Fountainhead to receive a higher proportion of its fees in cash subject to certain future liquidity events and Board approval.

Effective January 1, 2021, the Company made a slight amendment to the Fountainhead Consulting Agreement (“the Amended Agreement”). Under the Amended Agreement, fees are payable to Fountainhead, with an option to receive $5,000 per month in cash, and the remainder payable in Company Common Stock (“Shares”) as follows: 1) 535,714 Shares on the last day of each quarter; to the extent there are cash retainer payments during the quarter, the Shares shall be reduced by a number calculated by dividing the cash amount by the average closing price of the Shares for the 30 trading days prior to issuance; or 2) if the average closing price of the Shares for the 30 trading days prior to issuance is above $0.21, a number of Shares calculated by dividing $112,500 by the average closing price of the Shares for the 30 trading days prior to issuance. The Consulting Agreement also contains provisions for Fountainhead to receive a higher proportion of its fees in cash subject to certain future liquidity events and Board approval. Under the terms of the Amended Agreement, Fountainhead continues to provide the executive management team of the Company, including the positions of CEO, President and CFO, whose employment agreements with the Company stipulate they receive no remuneration from the Company.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021, under the terms of the Amended Agreement, Fountainhead received ~~535,714~~1,071,428 shares of Company Common Stock, valued at $~~45,536~~119,464 and $~~101,430~~175,895, respectively.

Other Agreements

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. Under the Agreement, Dr. Komotar will provide general scientific advisory consultancy services, and will also provide scientific advisory services based around certain specific pre-determined milestones. In consideration of the Consultant’s services, the Company agreed to deliver to the Consultant over the course of the three-year term, a total of 304,989 shares of Company Common Stock in respect of the general consultancy, and up to 1,219,957 shares of Company Common Stock in respect of the milestones, the actual number of shares to be delivered being determined by the achievement of the pre-determined milestones. On April 1, 2021 and 2022 101,663 shares of Company Common Stock were issued under the terms of the ~~Agreement (see Note 13).~~Agreement.

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11. RELATED PARTY TRANSACTIONS

Peter Zachariou and David Cantor, directors of the Company, are investment managers of Fountainhead ~~which~~that owned, at ~~March 31,~~June 30, 2022, ~~61.5~~61.9% of the Company’s Common Stock and 69.7% of the Company’s Series D Preferred Stock. Peter Zachariou owns ~~0.16~~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.

14
During each of the ~~three~~six months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021, under the terms of the ~~Consulting~~Amended Agreement referred to in note 10, the Company issued ~~535,714~~1,071,428 shares of Common Stock to Fountainhead valued at $~~45,536~~119,464 and $~~101,430~~175,895, respectively.

During each of the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, the Company accrued an aggregate of $162,185 of Preferred D Stock dividends, of which $113,019 was regarding Fountainhead and $41,693 was regarding of Peter Zachariou. Total accrued Preferred D Stock dividends at ~~March 31,~~June 30, 2022 and 2021 was $1,784,040 and $1,459,669, respectively, of which $1,243,205 and $1,017,167, respectively, was regarding Fountainhead and $458,622 and $375,237, respectively, was regarding of Peter Zachariou.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 the Company issued unsecured loan notes to Fountainhead for a total of $80,000 and $10,000, respectively. The loan notes bear interest at a rate of 10% and are due on demand or by their one-year anniversary (see Note 4).

There were 0 other related party transactions during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021.

12. CONCENTRATION

Vycor Medical sells its neurosurgical devices in the US primarily direct to hospitals, and internationally through distributors who in turn sell to hospitals.
SCHEDULE OF CONCENTRATION
Sales Concentration:

Three Months Ended
June 30,

Three Months Ended
March 31,
2022 2021
2022 2021
Number of customers over 10% 0 0 - -
Percentage of sales 0 % 0 % 0 % 0 %

Six Months Ended
June 30,

2022 2021

Number of customers over 10% - -
Percentage of sales 0 % 0 %

Accounts Receivable Concentration

At March 31, At December 31, At June 30, At December 31,
2022 2021 2022 2021

Number of customers over 10% 0 1 1 1
Percentage of accounts receivable 0 % 11 % 13 % 11 %

The Company has three sub-contract manufacturers from which it purchases, respectively, VBAS injection molded parts, completed and sterilized VBAS units, and VBAS 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.

13. SUBSEQUENT EVENTS
~~On April 1, 2022 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 10).~~

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 ~~other than that disclosed above,~~ there were no significant subsequent events or transactions ~~that~~which would require recognition or disclosure in the financial statements.

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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 has 61 issued or allowed patents and a further 1011 pending. The Company leverages joint resources across the divisions to operate in a cost-efficient manner.
16

The Company periodically engages in discussions with potential strategic partners for or purchasers of each or both of our operating divisions. 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; in June 2020 Vycor announced that it would be entering into a license agreement and transition agreement (the “Agreements”) with HelferApp GmbH, a cognitive therapy specialist. Under the Agreements, HelferApp is licensed to provide NovaVision’s products and therapies in Germany, Austria and Switzerland to patients and professionals. The NovaVision German office was closed effective June 30, 2020.

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 a number of other international markets. Vycor Medical has 30 granted and 1011 pending patents.

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, and has 31 granted patents.

Strategy

The Company is continuing to execute on a plan to achieve revenue growth and a reduction in annual cash operating losses¹ and generated a ~~small~~ cash operating profit¹ during the ~~three~~six months ended ~~March 31,~~June 30, 2022. For Vycor Medical this plan includes: increasing market penetration in the US; increasing international growth in territories where we are not represented or under-represented and continued new product development in response to market demands and demonstrating applicability in a broader range of pathologies. In the US the Company is focused on increasing market penetration through targeting neurosurgeons systematically, both through its distribution network and also directly by leveraging existing KOL neurosurgeon VBAS supporters to access new neurosurgeon users.

The Company continues to target key international territories including Europe where it intends to drive adoption of its VBAS product through selected key KOL neurosurgeon VBAS users in each territory to identify both new potential users and also high-quality distribution partners to bolster our existing network.

¹Operating Income or Loss before Depreciation, Amortization and non-cash Stock Compensation
16

The Company has for some time been working to better integrate its VBAS with neuronavigation. The first phase of the modification of the existing VBAS product range was completed in September 2017 and has been well received by surgeons. The second phase involves the introduction of an optional Alignment Clip accessory that will snap onto the VBAS and allow for a neuronavigation pointer to be fully integrated into the body of the VBAS. This VBAS AC model range has received US FDA 510(k) clearance, EU clearance and ~~is going through the~~ regulatory ~~process~~approvals elsewhere internationally; it is envisaged that it will be available during 2022. The Company will continue to work with neuronavigation companies to seek ways to further integrate the VBAS with neuronavigation and with other companies with complementary technologies used in neurosurgery. We will also be exploring with neurosurgeons and focus groups additional selected development work targeted at increasing the ease and applicability of our products to additional common procedures.

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 broad range of patient and professional products is by partnering with entities in selected geographies that have either direct access to the end users or a desire and financial wherewithal to leverage the NovaVision therapy platform, including into new areas. As a result, the Company closed the NovaVision German office and entered into a license agreement with HelferApp, a cognitive therapy specialist, for Germany, Austria and Switzerland, and is seeking similar partnerships in other territories with regional companies able to leverage NovaVision’s clinically supported vision therapies. 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.
17
Comparison of the Three Months Ended ~~March 31,~~June 30, 2022 to the Three Months Ended ~~March 31,~~June 30, 2021

Revenue and Gross Margin:

Three months ended Three months ended
March 31, June 30,
2022 2021 % Change 2022 2021 % Change
Revenue:
Vycor Medical $ 287,356 $ 262,714 9 % $ 298,723 $ 462,318 -35 %
NovaVision $ 26,477 $ 33,035 -20 % $ 29,200 $ 29,109 0 %
$ 313,833 $ 295,749 6 % $ 327,923 $ 491,427 -33 %
Gross Profit
Vycor Medical $ 256,337 $ 235,932 9 % $ 272,485 $ 424,261 -36 %
NovaVision $ 24,087 $ 31,340 -23 % $ 27,553 $ 27,838 -1 %
$ 280,424 $ 267,272 5 % $ 300,038 $ 452,099 -34 %

Vycor Medical recorded revenue of ~~$287,356~~$298,723 from the sale of its products for the three months ended ~~March 31,~~June 30, 2022, ~~an increase~~a decrease of ~~$24,642,~~$163,595, or 9%35%, over the same period in 2021. The 2021 period had an unusually high level of activity as Vycor’s markets, particularly the US, recovered from Covid and hospitals re-stocked their inventories and recommenced surgeries and procedures that had been deferred or postponed. The three months ended June 30, 2022 recorded an increase in revenues over both the three months ended March 31, 2022 and the three months ended December 31, 2021, demonstrating that progress continues to be made. Gross margin of ~~89%~~91% and ~~90%~~92% was recorded for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively.

NovaVision recorded revenues of ~~$26,477~~$29,200 for the three months ended ~~March 31,~~June 30, 2022, ~~a decrease of $6,559 over~~approximately the same ~~period in 2021, of which $5,096 related to delayed recording of 2020 licensing fees from NovaVision’s German licensee during the three months ended March 31,~~for 2021. Gross margin was ~~91%~~94%, compared to ~~95%~~96% for the same period in 2021.

Selling, General and Administrative Expenses:

Selling, general and administrative expenses decreased by ~~$138,802~~$47,316 to ~~$318,674~~$359,763 for the three months ended ~~March 31,~~June 30, 2022 from ~~$457,476~~$407,079 for the same period in 2021. 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 ~~March 31,~~June 30, 2022 was ~~$50,568,~~$76,978, a ~~$71,682~~$2,519 decrease from the charge in 2021 of ~~$122,430.~~$79,497. Also included within Selling, General and Administrative Expenses are Sales Commissions, which ~~increased~~decreased by ~~$9,656~~$44,986 from ~~$47,670~~$103,656 to ~~$57,326~~$58,670 in ~~2021, reflecting a proportional increase in US sales.~~2021.

The remaining Selling, General and Administrative expenses ~~decreased by $76,595~~increased marginally from ~~$287,376~~$223,926 to ~~$210,780~~$224,115 in ~~2022.~~2021. Patent costs decreased by ~~$15,998~~$23,330 and software development costs by $10,274, reflecting lower levels of activity compared to 2021; regulatory costs increased by $19,091 due ~~a lower level of Vycor division patent~~to EU regulatory audit and other activity during the period and ~~software development and regulatory fees decreased~~payroll increased by ~~$18,604 as a result~~$11,398 from the addition of ~~EU audit costs in the prior year.~~staff.

18
An analysis of the change in cash and non-cash G&A is shown in the table below:

Cash G&A Non-Cash G&A
Commissions 9,656 -
Scientific, clinical and software development 1,005 -
Payroll (625 ) -
Regulatory (18,604 ) -
Legal, patent, audit/accounting (23,662 ) -
Other (travel/regulatory/premises) (34,709 )
Board and financial - (71,682 )
Total change (66,939 ) (71,682 )
17
Cash G&A Non-Cash G&A
Regulatory 19,091 -
Payroll 11,398 -
Board and financial - (2,519 )
Other (travel/insurance/premises) (5,614 ) -
Scientific, clinical and software development (10,274 ) -
Legal, patent, audit/accounting (14,413 )
Commissions (44,986 ) -
Total change (44,798 ) (2,519 )

Interest Expense:

Interest comprises expense on the Company’s debt and insurance policy financing. Related Party Interest expense for the three months ended ~~March 31,~~June 30, 2022 and 2021 was ~~$7,912 compared to $7,665 for 2021.~~$9,994 and $8,000, respectively. Other Interest expense for the three months ended ~~March 31,~~June 30, 2022 and 2021 was ~~$12,314 compared to $16,118 for 2021.~~$13,370 and $13,662, respectively.

Operating loss from Discontinued Operations:

Operating loss from Discontinued Operations decreased by ~~$11,417~~$9,033 to ~~$755~~$1,284 in 2022 from ~~$12,172~~$10,317 in 2021; the Company has some ~~minor~~ ongoing costs related to the wind-down of the discontinued operations in Germany but no revenues.

Comparison of the Six Months Ended June 30, 2022 to the Six Months Ended June 30, 2021
Revenue and Gross Margin:
Six months ended
June 30,
2022 2021 % Change
Revenue:
Vycor Medical $ 586,079 $ 725,031 -19 %
NovaVision $ 55,677 $ 62,145 -10 %
$ 641,756 $ 787,176 -18 %
Gross Profit
Vycor Medical $ 528,822 $ 660,194 -20 %
NovaVision $ 51,640 $ 59,177 -13 %
$ 580,462 $ 719,371 -19 %
Vycor Medical recorded revenue of $586,079 from the sale of its products for the six months ended June 30, 2022, a decrease of $138,952, or 19%, over the same period in 2021. The 2021 period had an unusually high level of activity as Vycor’s markets, particularly the US, recovered from Covid and hospitals re-stocked their inventories and recommenced surgeries and procedures that had been deferred or postponed, particularly in the three months ended June 30, 2022. The three months ended June 30, 2022 recorded an increase in revenues over both the three months ended March 31, 2022 and the three months ended December 31, 2021, demonstrating that progress continues to be made. Gross margin of 90% and 91% was recorded for the six months ended June 30, 2022 and for the same period in 2021.
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NovaVision recorded revenues of $55,677 for the six months ended June 30, 2022, a decrease of $6,468 over the same period in 2021, and gross margin of 93%, compared to 95% for the same period in 2021.
Selling, General and Administrative Expenses:
Selling, general and administrative expenses increased by $186,118 to $678,437 for the six months ended June 30, 2022 from $864,555 for the same period in 2021. Included within Selling, General and Administrative Expenses are non-cash charges for share 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 six months ended June 30, 2022 was $127,546, a decrease of $74,381 over $201,927 in 2021. Also included within Selling, General and Administrative Expenses are Sales Commissions, which decreased by $35,330 from $151,326 to $115,996.
The remaining Selling, General and Administrative expenses decreased by $76,407 from $511,302 to $434,895. Patent costs decreased by $39,329 and software development costs by $9,269, reflecting lower levels of activity compared to 2021; payroll increased by $10,773 from the addition of staff.
An analysis of the change in cash and non-cash G&A is shown in the table below:
Cash G&A Non-Cash G&A
Payroll 10,773 -
Regulatory 487 -
Scientific, clinical and software development (18,231 )
Other (travel/insurance/premises) (34,061 ) -
Commissions (35,330 ) -
Legal, patent, audit/accounting (35,375 ) -
Board and financial - (74,381 )
Total change (111,737 ) (74,381 )
Interest Expense:
Interest comprises expense on the Company’s debt and insurance policy financing. Related Party Interest expense for the six months ended June 30, 2022 was $17,906 compared to $15,665 for 2021. Other Interest expense for the six months ended June 30, 2022 was $25,684 compared to $29,780 for 2021 following the forgiveness of PPP loans.
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Liquidity

The following table shows cash flow and liquidity data for the periods ended ~~March 31,~~June 30, 2022 and December 31, 2021:

March 31,
2022

December 31,
2021
$ Change June 30, 2022 December 31, 2021 $ Change
Cash $ 80,567 $ 90,941 $ (10,374 ) $ 43,619 $ 90,941 $ (47,322 )
Accounts receivable, inventory and other current assets $ 432,317 $ 396,470 $ 35,847 $ 469,177 $ 396,470 $ 72,707
Total current liabilities $ (3,352,332 ) $ (3,149,997 ) $ (202,335 ) $ (3,355,579 ) $ (3,149,997 ) $ (205,582 )
Working capital $ (2,839,448 ) $ (2,662,586 ) $ (176,862 ) $ (2,842,783 ) $ (2,662,586 ) $ (180,197 )
Cash provided by financing activities $ 68,409 $ 51,130 $ 17,279 �� $ 62,792 $ 42,613 $ 20,179 )

Operating Activities. Cash used in 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 ~~used in~~provided by (used in) operating activities.

The following table shows the principle components of cash ~~used in~~provided by (used in) operating activities during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, with a commentary of changes during the periods and known or anticipated future changes:

March 31,
2022

March 31,
2021
$ Change
Net loss $ (74,552 ) $ (242,919 ) $ 168,367

Adjustments to reconcile net loss to cash used in operating activities:
Amortization and depreciation of assets $ 15,563 $ 14,156 $ 1,407
Share based compensation $ 50,568 $ 122,430 $ (71,862 )
Other $ 5,960 $ 3,090 $ 2,870
$ 72,091 $ 139,676 $ (67,585 )

Net loss adjusted for non-cash items $ (2,461 ) $ (103,243 ) $ 100,782
Changes in working capital
Accounts receivable $ (35,686 ) $ 15,382 $ (51,068 )
Accounts payable and accrued liabilities $ (48,168 ) $ 40,429 $ (88,597 )
Inventory $ (2,117 ) $ (21,628 ) $ 19,511
Prepaid expenses and net insurance financing repayments $ (20,127 ) $ (870 ) $ (19,257 )
Accrued interest (not paid in cash) $ 18,032 $ 23,783 $ (5,751 )
Changes in discontinued operations, net $ 154 $ (5,483 ) $ 5,637
$ (87,912 ) $ 51,613 $ (139,525 )

Cash provided by (used in) operating activities, adjusted for net insurance repayments $ (90,373 ) $ (51,630 ) $ (38,743 )

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June 30, 2022 June 30, 2021 $ Change
Net loss $ (173,562 ) $ (252,293 ) $ 78,731

Adjustments to reconcile net loss to cash used in operating activities:
Amortization and depreciation of assets $ 30,605 $ 32,255 $ (1,650 )
Share based compensation $ 127,546 $ 201,927 $ (74,381 )
Other $ 8,660 $ 6,180 $ 2,480
$ 166,811 $ 240,362 $ (73,551 )

Net loss adjusted for non-cash items $ (6,751 ) $ (11,931 ) $ 5,180
Changes in working capital
Accounts receivable $ (86,360 ) $ (45,849 ) $ (40,511 )
Accounts payable and accrued liabilities $ (58,790 ) $ 50,132 $ (108,922 )
Inventory $ (2,856 ) $ (16,642 ) $ 13,786
Prepaid expenses and net insurance financing repayments $ (5,492 ) $ 8,779 $ (14,271 )
Accrued interest (not paid in cash) $ 37,085 $ 45,445 $ (8,360 )
Changes in discontinued operations, net $ (960 ) $ (3,610 ) $ 2,650
$ (117,373 ) $ 38,255 $ (155,628 )

Cash used in operating activities, adjusted for net insurance repayments $ (124,124 ) $ 26,324 $ (150,448 )

The adjustments to reconcile net loss to cash of ~~$72,091~~$166,811 in the period have no impact on ~~liquidity. The positive~~liquidity, and the change in net loss ~~adjusted for non-cash items~~ of ~~$100,784 was primarily due an increase in sales in the Vycor division, which also accounts for the increase in accounts receivable of $51,068.~~$5,180 is not material. The change in accounts payable and accrued liabilities of ~~$88,597~~$108,922 between the 2022 and 2021 periods was mainly due to the settlement of expenses during the 2021 period incurred during the final quarter of ~~2021.~~2020.

Additional inventory of ~~$23,823~~$46,357 was purchased during the ~~three~~six months ended ~~March 31,~~June 30, 2022 as part of normal production, and the Company anticipates purchasing additional new inventory of approximately $100,000 during the next twelve months for VBAS and VBAS AC.

Investing Activities. ~~There was no cash~~Cash used in investing activities ~~during~~of continuing operations for the ~~three~~six months ended ~~March 31,~~June 30, 2022 ~~and the Company anticipates limited investing activities during the next twelve months.~~was $3,198.

Financing Activities. During the ~~three~~six months ended ~~March 31,~~June 30, 2022 the Company received funds of $80,000 in respect of loans from Fountainhead.
21

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 ~~$236,737~~$335,747 for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and has not generated sufficient positive cash flows from operations. As of ~~March 31,~~June 30, 2022 the Company had a working capital deficiency of ~~$540,184,~~$533,525, excluding related party liabilities of ~~$2,299,264.~~$2,309,258. 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 2 “Strategy”, the Company is continuing to execute on a plan to achieve revenue growth and a reduction in annual cash operating losses¹ and generated a small cash operating profit¹ during the ~~three~~six months ended ~~March 31,~~June 30, 2022. For Vycor Medical this plan includes: increasing market penetration in the US; increasing international growth in territories where we are not represented or under-represented and continued new product development in response to market demands and demonstrating applicability in a broader range of pathologies. In the US the Company is focused on increasing market penetration through targeting neurosurgeons systematically, both through its distribution network and also directly by leveraging existing KOL neurosurgeon VBAS supporters to access new neurosurgeon users. The Company continues to target key international territories including Europe where it intends to drive adoption of its VBAS product through selected key KOL neurosurgeon VBAS users in each territory to identify both new potential users and also high-quality distribution partners to bolster our existing network. The Company has for some time been working to better integrate its VBAS with neuronavigation. The first phase of the modification of the existing VBAS product range was completed in September 2017 and has been well received by surgeons. The second phase involves the introduction of an optional Alignment Clip accessory that will snap onto the VBAS and allow for a neuronavigation pointer to be fully integrated into the body of the VBAS. This VBAS AC model range has received US FDA 510(k) clearance, EU clearance and is going through the regulatory process elsewhere internationally; it is envisaged that it will be available during 2022. The Company will continue to work with neuronavigation companies to seek ways to further integrate the VBAS with neuronavigation and with other companies with complementary technologies used in neurosurgery. We will also be exploring with neurosurgeons and focus groups additional selected development work targeted at increasing the ease and applicability of our products to additional common procedures. 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 broad range of patient and professional products is by partnering with entities in selected geographies that have either direct access to the end users or a desire and financial wherewithal to leverage the NovaVision therapy platform, including into new areas. As a result, the Company closed the NovaVision German office and entered into a license agreement with HelferApp, a cognitive therapy specialist, for Germany, Austria and Switzerland, and is seeking similar partnerships in other territories with regional companies able to leverage NovaVision’s clinically supported vision therapies. 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.
²Operating Income or Loss before Depreciation, Amortization and non-cash Stock Compensation
19

However, the Company believes it may not have sufficient cash to meet its various cash needs through ~~May~~August 31, 2023 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”), together with accrued interest of ~~$388,732,~~$400,699, which has a maturity date of March 31, 2023, 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, 2023 will be available. 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.

22
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, amortization 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, 2021.

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.
20

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.

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.

23
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 ~~May 10,~~August 15, 2022, 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
FHC Management Fees Common 1,071,428
~~535,714~~Consulting agreement fees: Ricardo Komotar Common 101,663

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.
21
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)
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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 ~~May 10,~~August 15, 2022

Vycor Medical, Inc.
(Registrant)

By: /s/ Peter C. Zachariou
Peter C. Zachariou
Chief Executive Officer and Director
~~(Principal~~ (Principal Executive Officer)

Date ~~May 10,~~August 15, 2022

By: /s/ Adrian Liddell
Adrian Liddell
Chairman of the Board and Director
(Principal Financial and Accounting Officer)

Date ~~May 10,~~August 15, 2022

2325

	March 31,			March 31,			2022			2021
	For the three months ended						For the six months ended
	March 31,			March 31,			June 30,
	2022			2021			2022			2021
Cash flows from operating activities:
Net loss	$	(74,552	)	$	(242,919	)	$	(173,562	)	$	(252,293	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization of intangible assets		-			2,994			-			5,988
Depreciation of fixed assets		15,563			11,162			30,605			26,267
Inventory provision		5,960			3,090			8,660			6,180
Stock based compensation		50,568			122,430			127,546			201,927

Changes in assets and liabilities:
Accounts receivable		(35,686	)		15,382			(86,360	)		(45,849	)
Inventory		(2,117	)		(21,628	)		(2,856	)		(16,642	)
Prepaid expenses		(8,536	)		16,600			11,716			34,766
Accrued interest - Related Party		7,912			7,665			17,906			15,665
Accrued interest - Other		10,120			16,118			19,179			29,780
Accounts payable		(45,147	)		36,038			(80,154	)		38,840
Accrued liabilities - Other		(3,021	)		4,391			21,364			11,292
Changes in discontinued operations, net		156			(5,483	)		(960	)		(3,610	)
Cash used in operating activities		(78,780	)		(34,160	)		(106,916	)		52,311
Cash flows from investing activities:
Purchase of fixed assets		-			(23,935	)		(3,198	)		(32,242	)
Cash used in investing activities		-			(23,935	)		(3,198	)		(32,242	)
Cash flows from financing activities:
Proceeds from Notes Payable - Related Party		80,000			10,000			80,000			10,000
Proceeds from Paycheck Protection Program and EIDL		-			58,600
Proceeds from Paycheck Protection Program								-			58,600
Proceeds net of repayments Notes Payable - Other		(11,591	)		(17,470	)		(17,208	)		(25,987	)
Cash provided by financing activities		68,409			51,130			62,792			42,613
Effect of exchange rate changes on cash		(3	)		7			-			3
Net increase (decrease) in cash		(10,376	)		(6,958	)
Net decrease in cash								(47,322	)		62,685
Cash at beginning of period		90,941			46,002			90,941			46,002
Cash at end of period	$	80,567		$	39,044		$	43,619		$	108,687

Supplemental Disclosures of Cash Flow information:
Cash paid for interest	$	2,193		$	0		$	2,815		$	-
Cash paid for income tax	$	0		$	0		$	-		$	-

	March 31, 2022		March 31, 2021		June 30, 2022		June 30, 2021
Stock options outstanding		-		660,000
Debentures convertible into common stock		3,279,676		3,051,106		3,336,662		3,108,092
Preferred shares convertible into common stock		1,272,052		1,272,052		1,272,052		1,272,052
Directors Deferred Compensation Plan		-		1,142,442
Total		4,551,728		6,125,600		4,608,714		4,380,144

							June 30,			December 31,
	March 31, 2022			December 31, 2021			2022			2021
ASSETS
Current Assets
Cash	$	182		$	380		$	312			380
Total Current Assets		182			380			312			380

TOTAL ASSETS	$	182		$	380		$	312			380

LIABILITIES
Current Liabilities
Accounts payable	$	4		$	4		$	4			4
Accrued liabilities - Other		-			-			-			-
Other current liabilities		(620	)		(576	)		(1,604	)		(576	)
Total Current Liabilities	$	(616	)	$	(572	)	$	(1,600	)		(572	)

	March 31, 2022		December 31, 2021

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, 2022 or on demand by the Payee.	$	30,000	$	30,000
Between March 26, 2018 and March 25, 2022 the Company issued twelve promissory notes to Fountainhead Capital Management Limited for $370,873. 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. Eleven notes were extended on their due dates for another twelve months. The Notes will be due between July 2022 and May 2023 or on demand by the Payee.		370,873		290,873
Total Related Party Notes Payable	$	400,873	$	320,873

	June 30, 2022		December 31, 2021

	30,000		30,000
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, 2023 or on demand by the Payee.	$	30,000	$	30,000
Between March 26, 2018 and March 25, 2022 the Company issued eleven promissory notes to Fountainhead Capital Management Limited for $370,873. 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. Ten notes were extended on their due dates for another twelve months. The Notes will be due between July 2022 and July 2023 or on demand by the Payee.		370,873		290,873
Total Related Party Notes Payable	$	400,873	$	320,873

	Number of shares			Weighted average exercise price per share
Outstanding at December 31, 2020		680,000		$	0.28
Granted		-			-
Exercised		-			-
Cancelled or expired		(680,000	)		0.28
Outstanding at December 31, 2021		-		$	-
Granted		-			-
Exercised		-			-
Cancelled or expired		-			-
Outstanding at March 31, 2022		-		$	-

	Number of shares			Weighted average exercise price per share
Outstanding at December 31, 2020		680,000		$	0.28
Granted		-			-
Exercised		-			-
Cancelled or expired		(680,000	)		0.28
Outstanding at December 31, 2021		-		$	-
Granted		-			-
Exercised		-			-
Cancelled or expired		-			-
Outstanding at June 30, 2022		-		$	-

							Three Months Ended June 30,
	Three Months Ended March 31,						2022			2021
	2022			2021
Number of customers over 10%		0			0			-			-
Percentage of sales		0	%		0	%		0	%		0	%

	Six Months Ended June 30,
	2022			2021

Number of customers over 10%		-			-
Percentage of sales		0	%		0	%

	At March 31,			At December 31,			At June 30,			At December 31,
	2022			2021			2022			2021

Number of customers over 10%		0			1			1			1
Percentage of accounts receivable		0	%		11	%		13	%		11	%

	Three months ended							Three months ended
	March 31,							June 30,
	2022		2021		% Change			2022		2021		% Change
Revenue:
Vycor Medical	$	287,356	$	262,714		9	%	$	298,723	$	462,318		-35	%
NovaVision	$	26,477	$	33,035		-20	%	$	29,200	$	29,109		0	%
	$	313,833	$	295,749		6	%	$	327,923	$	491,427		-33	%
Gross Profit
Vycor Medical	$	256,337	$	235,932		9	%	$	272,485	$	424,261		-36	%
NovaVision	$	24,087	$	31,340		-23	%	$	27,553	$	27,838		-1	%
	$	280,424	$	267,272		5	%	$	300,038	$	452,099		-34	%

	Cash G&A			Non-Cash G&A
Commissions		9,656			-
Scientific, clinical and software development		1,005			-
Payroll		(625	)		-
Regulatory		(18,604	)		-
Legal, patent, audit/accounting		(23,662	)		-
Other (travel/regulatory/premises)		(34,709	)
Board and financial		-			(71,682	)
Total change		(66,939	)		(71,682	)

	Six months ended
	June 30,
	2022		2021		% Change
Revenue:
Vycor Medical	$	586,079	$	725,031		-19	%
NovaVision	$	55,677	$	62,145		-10	%
	$	641,756	$	787,176		-18	%
Gross Profit
Vycor Medical	$	528,822	$	660,194		-20	%
NovaVision	$	51,640	$	59,177		-13	%
	$	580,462	$	719,371		-19	%

	March 31, 2022			December 31, 2021			$ Change			June 30, 2022			December 31, 2021			$ Change
Cash	$	80,567		$	90,941		$	(10,374	)	$	43,619		$	90,941		$	(47,322	)
Accounts receivable, inventory and other current assets	$	432,317		$	396,470		$	35,847		$	469,177		$	396,470		$	72,707
Total current liabilities	$	(3,352,332	)	$	(3,149,997	)	$	(202,335	)	$	(3,355,579	)	$	(3,149,997	)	$	(205,582	)
Working capital	$	(2,839,448	)	$	(2,662,586	)	$	(176,862	)	$	(2,842,783	)	$	(2,662,586	)	$	(180,197	)
Cash provided by financing activities	$	68,409		$	51,130		$	17,279	��	$	62,792		$	42,613		$	20,179	)

Issuance Type	Security	Shares
FHC Management Fees	Common	1,071,428
~~535,714~~Consulting agreement fees: Ricardo Komotar	Common	101,663

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)

	Vycor Medical, Inc.
	(Registrant)

	By:	/s/ Peter C. Zachariou
		Peter C. Zachariou
		Chief Executive Officer and Director ~~(Principal~~ (Principal Executive Officer)

	Date	~~May 10,~~August 15, 2022

	By:	/s/ Adrian Liddell
		Adrian Liddell
		Chairman of the Board and Director
		(Principal Financial and Accounting Officer)

	Date	~~May 10,~~August 15, 2022