VYCO Vycor Medical Inc (QB)

EXPLANATORY NOTE

The purpose of this Schedule 13D filing is to disclose ownership of Vycor Medical, Inc. (the “Company”) 7% Series D Convertible Redeemable Preferred Stock par value $0.0001 (the “Series D”). On August 5 2014, Fountainhead Capital Management Limited (“Fountainhead”) exchanged $1,641,487 of debt in the Company held by it into 164,149 shares of Series D. Fountainhead has previously reported ownership of 5,827,289 shares of Company Common Stock par value $0.0001 (“Common Shares”), comprising ownership of 4,352,081 Common Shares and Warrants to purchase an aggregate of 1,475,208 Common Shares.

This Schedule 13D is being filed by Fountainhead to disclose its ownership of approximately 70% of the Company’s outstanding Series D.

Item 1. Security and Issuer.

The name of the issuer is Vycor Medical, Inc., a Delaware corporation which has its principal offices at 6401 Congress Ave. Suite 140, Boca Raton, FL 33487 (the “Company”). This statement relates to the Company’s 7% Series D Convertible Redeemable Preferred Stock par value $0.0001.

Item 2. Identity and Background.

(a)-(f). This Schedule 13D is being filed by Fountainhead Capital Management Limited, a Jersey, C.I. corporation, which has its principal offices at Portman House, Hue Street, Jersey, Channel Islands, JE4 5RP (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 shares were issued on the conversion by the Reporting Person of $1,641,487 of debt of the Company held by it. See Explanatory Note, above.

Item 4. Purpose of Transaction.

The Reporting Person received 164,419 shares of Company 7% Series D Convertible Redeemable Preferred Stock par value $0.0001 in connection with the exchange of $1,641,487 of debt of the Company held by it.

Except as set forth in this Schedule 13D and the Form 8-K referred to above, 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.