Item 1.01 Entry into a Material Definitive Agreement.
(a)
On August 4, 2011, Vycor Medical, Inc., a Delaware corporation (the “Company”), completed the final closing of the offering described in its Form 8-K Current Report previously filed on June 9, 2011 with the sale of an additional $660,000 in Units comprising Preferred Shares and Warrants (the “Units”) to accredited investors (the “Investors”). The Units were issued pursuant to separate Series C Convertible Preferred Stock Purchase Agreements (the “Agreements”) between the Company and each of the Investors. Together with the sale of $1,570,000 in Units at the initial closing which took place on June 3, 2011, and the sale of $770,000 in Units at the second closing which took place on June 28, 2011, the total proceeds of the offering were $3,000,000.
Each Unit was priced at $50,000.00 and comprised one share of Series C Preferred Convertible Stock convertible (at the Holder’s option or mandatorily upon the occurrence of certain events) into 2,222,222 shares of the Company’s Common Stock ($0.0225 per share) and a Warrant to purchase 1,111,111 shares of the Company’s Common Stock at $0.03 per share (subject to adjustments) for a period of three (3) years (the “Warrant” or “Warrants”). A total of 60 shares of Series C Convertible Preferred Stock and Warrants to purchase 66,666,666 shares of the Company’s Common Stock were issued in the offering. The proceeds of the sale of the Units will be used for working capital and general corporate purposes. A portion of the proceeds is earmarked for the cost of investor relations.
Burnham Hill Partners LLC (“BHP”) served as placement agent in connection with the Company’s sale of 24.8 Units in the offering. At the same time, the Company directly sold an additional 35.2 Units to Investors. Pursuant to an engagement agreement with Burnham, Burnham received a cash placement fee equal to seven percent (7%) of the gross proceeds received by the Company from Units placed by Burnham and Warrants exercisable over a three-year period to purchase a number of shares equal to seven percent (7%) of the number of shares of Company Common Stock on an as-converted basis placed by Burnham at an exercise price of $0.0225 per share (“Placement Agent Warrant”).
The Company simultaneously entered into a Registration Rights Agreement with the Investors with respect to the Warrants.
(b)
On July 31, 2011, the Company entered into an Agreement (the “Agreement”) with Partizipant, LLC, a Delaware limited liability company (“Partizipant”), to provide a broad range of investor relations and public relations services as more particularly described in the Agreement, a copy of which is attached hereto as Exhibit 10.1. Pursuant to the Agreement, the Company agreed to pay Partizipant a one-time payment of $300,000.
Item 3.02 Unregistered Sales of Equity Securities.
In information provided in Item 1.01 is incorporated in this Item 3.02 by reference.
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Exemption From Registration. The securities referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act.
Item 9.01.
(d)
Exhibits
The following exhibits are filed as exhibits to this Current Report on Form 8-K:
Exhibit No.
Description
10.1
Agreement by and between the Company and Partizipant, LLC dated July 31, 2011
99.1
Press Release dated August 4, 2011
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VYCOR MEDICAL, INC.
/s/ David Cantor
By:________________________
Name:
David Cantor
Title:
President
Dated:
August 4, 2011
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