Vycor Medical, Inc.
6401 Congress Ave. Suite 140
Boca Raton, FL 33487
November 8, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Kevin J. Kuhar, Accounting Branch Chief
| Re: | Vycor Medical, Inc. (the “Company”) | |
| Form 10-K for the Fiscal Year Ended December 31, 2015 | ||
| Filed March 30, 2016 | ||
| Form 8-K dated August 9, 2016 | ||
| Filed August 9, 2016 | ||
| File No. 001-34932 |
Ladies and Gentlemen:
On behalf of the Company, we are responding to comments contained in the Staff letter, dated October 31, 2016 addressed to Mr. Adrian Liddell, the Company’s Chairman of the Board and Chief Financial Officer, with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2015 and its Form 8-K filed on August 9, 2016.
The Company has replied below, with such response following a repetition of the Staff’s comment to which it applies (the “Comment”).
Form 10-Kfor theFiscal Year EndedDecember31, 2015
Management’s Discussionand Analysis ofFinancial Condition andResults ofOperation
LiquidityandCapitalResources
| 1. | Infuture filings,please reviseyourliquidity discussion todiscuss liquidityprovidedby or usedbyoperations,investingand financing.Discusssignificant changesto thecomponents of workingcapital and anymaterial commitments for capital expenditures.Inaddition,provide moredetails of the specific plan ofoperations and plans toachieve sufficient revenues andtoobtaincapital/financing sufficient to satisfy thecompany’s cash needs. Your discussion shouldinclude expected cash needsand, as applicable, any knownchanges in sources or mix ofcapital resources andcosts,any knowntrends or knowndemands, events oruncertainties that willresult in orthat are reasonably likely toresultinyour liquidity increasing or decreasing in anyway. |
RESPONSE:
The Company acknowledges this comment and intends in future filings to expand its disclosure to reflect your comments. The Company does not intend to include this disclosure in any amendments to any previously filed reports.
Item9A Controlsand Procedures
b)Management’sReportonInternalControlover Financial Reporting
| 2. | We note in the thirdparagraph of thissectionthatyou discuss management’sevaluation and conclusion on theeffectiveness ofyourdisclosurecontrols andprocedures instead of disclosing the informationrelating toyour internal control over financial reporting. Pleasenotethat therequirementofItem 308ofRegulationS-K isseparate from therequirementofItem 307 ofRegulation S-K.Please amendyour filing to include a report ofmanagement onyour internal control overfinancial reportingasofDecember 31, 2015 thatprovides all thedisclosures requiredbyItem 308(a) ofRegulation S-K,includingaclear statementas to whether or notyourinternal control overfinancial reporting iseffective as of thatdate. |
RESPONSE:
We have amended the Company’s Form 10-K for the fiscal year ended December 31, 2015 to revise our disclosures with respect to internal control over financial reporting consistent with Item 308(a) of Regulation S-K and have provided a clear statement as to whether or notourinternal control overfinancial reporting waseffective as of thatdate.
Form 8-KdatedAugust9, 2016
Exhibit99.1
3. Inthe introductoryparagraphs and in theSecond Quarter and FirstHalf2016Financial Results sections ofyourearningsreleaseyou presentseveralnon-GAAPmeasures, suchas non-GAAPnet loss,Cash burn, non-GAAPoperatingexpensesand non-GAAP netoperatingloss, withoutalsopresentinganddiscussing the most directlycomparable GAAP measures with equal orgreaterprominence. Yourpresentationis inconsistent withQuestion102.10 of theupdated Compliance and Disclosure Interpretations issued on May 17, 2016. Please review thisguidance when preparing your nextearnings release.
RESPONSE:
In all future press releases, the Company will insure that its presentation of financial information is consistent with the guidance contained inQuestion102.10 of theupdated Compliance and Disclosure Interpretations issued on May 17, 2016.
Please be further advised that the Company acknowledges the following:
| ● | the company is responsible for the adequacy and accuracy of the disclosure in the filing; | |
| ● | staff comments or changes to disclosure in response to staff comments do not foreclosethe Commission from taking any action with respect to the filing; and | |
| ● | the company may not assert staff comments as a defense in any proceeding initiated bythe Commission or any person under the federal securities laws of the United States. |
If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact the Company’s counsel, Robert L. B. Diener, at (808) 573-6163.
| Sincerely, | ||
| VYCOR MEDICAL, INC. | ||
| By: | /s/ Peter Zachariou | |
| Peter Zachariou | ||
| Chief Executive Officer | ||
| cc: | Robert L. B. Diener, Esq. |
| Adrian Liddell |
