VYCO Vycor Medical Inc (QB)

EXPLANATORY NOTE

The purpose of this Schedule 13D filing is to update the ownership of Vycor Medical, Inc. (“the Company”) Common Stock, par value $0.0001 (“Vycor Common Shares”). On June 30, 2018, the Company issued to Fountainhead an aggregate of 340,909 shares of Company Common Stock pursuant to its Fountainhead Consultancy Agreement. As a result of such issuance, Fountainhead’s previously-reporting holdings of Vycor Common Stock (including shares which it has the option to acquire within sixty (60) days of such date) were adjusted to a total of 12,041,165 shares, comprising ownership of 11,381,165 Vycor Common Shares and Options to purchase 660,000 Vycor Common Shares at $0.27 per share for a period of three (3) years from June 30, 2018. In addition, on June 30, 2018, Vycor issued to Fountainhead options to purchase an additional 660,000 shares of Vycor common stock at $0.46 per share for a period of three years from the date of vesting. Vesting shall occur upon the achievement of certain milestones prior to June 30, 2019. It is not yet known if the required milestones will be achieved within 60 days of the date of this report and, as a result thereof, these shares have not been included in the shares listed above.

This Schedule 13D is being filed by Fountainhead Capital Management Limited to disclose its ownership of approximately 52.63% of the Company’s outstanding Common Stock.

Item 1. Security and Issuer.

The name of the issuer is Vycor Medical, Inc., a Delaware corporation which has its principal offices at 951 Broken Sound Boulevard. Suite 320, Boca Raton, FL 33487. This statement relates to the Company’s common stock, $0.0001 par value per share.

Item 2. Identity and Background.

(a). This Schedule 13D is being filed by Fountainhead Capital Management Limited, a Jersey, C.I. corporation, which has its principal offices at 17 Bond Street, St. Helier, Jersey, Channel Islands JE2 3NP (the “Reporting Person”).

During the last five years, the Reporting Person has not been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The reporting person received 340,909 shares of Company Common Stock pursuant to its Fountainhead Consultancy Agreement.

Item 4. Purpose of Transaction.

The reporting person received 340,909 shares of Company Common Stock pursuant to its Fountainhead Consultancy Agreement.

Except as set forth in this Schedule 13D, the Reporting Person has made no proposals, and has entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Except as described in the Explanatory Note, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities of the issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

None

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.