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EX-32.1 - EX-32.1 - Vicor Technologies, Inc.y02565exv32w1.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2009
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to
Commission File Number: 0-51475
VICOR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
     
Delaware   20-2903491
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
2300 NW Corporate Boulevard, Suite 123, Boca Raton, Florida   33431
(Address of principal executive office)   (Zip Code)
(561) 995-7313
(Registrant’s telephone number, including area code)
     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 þ No o
     Indicate by check mark whether the registrant has electronically submitted 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes o No o
     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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer  o
  Accelerated filer  o   Non-accelerated filer  o   Smaller reporting company  þ
 
      (Do not check if a smaller reporting company)    
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS
     As of September 30, 2009, there were 39,407,240 shares of the Registrant’s Common Stock, $.0001 par value, outstanding.
Transitional Small Business Disclosure Form (Check one): Yes o No þ
 
 

 


 

VICOR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q for the Period Ended September 30, 2009
— TABLE OF CONTENTS —
         
    Page
PART I — Financial Information
       
Item 1. Condensed Consolidated Financial Statements:
       
Condensed Consolidated Balance Sheets as of December 31, 2008 and September 30, 2009 (unaudited)
    3  
Condensed Consolidated Statements of Operations for the three and nine months ending September 30, 2008 and 2009 and the period from August 4, 2000 (inception) through September 30, 2009 (unaudited)
    4  
Condensed Consolidated Statements of Cash Flows for the nine months ending September 30, 2008 and 2009 and the period from August 4, 2000 (inception) through September 30, 2009 (unaudited)
    5  
Condensed Consolidated Statement of Changes in Net Capital Deficiency for the nine Months ended September 30, 2009 (unaudited)
    7  
Notes to Condensed Consolidated Financial Statements
    8  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    13  
Item 3. Quantitative and Qualitative Disclosures about Market Risk
    17  
Item 4T. Controls and Procedures
    17  
PART II — Other Information
    17  
Item 1. Legal Proceedings
    17  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    17  
Item 3. Defaults Upon Senior Securities
    18  
Item 4. Submission of Matters to a Vote of Security Holders
    18  
Item 5. Other Information
    18  
Item 6. Exhibits
    18  
Signatures
    19  
 
Ex- 31.1
       
 
Ex- 31.2
       
 
Ex- 32.1
       

2


 

Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Balance Sheets
As of December 31, 2008 and September 30, 2009
(Unaudited)
                 
            September 30,  
    December 31, 2008     2009  
Current assets:
               
Cash
  $ 182,000     $ 1,065,000  
Prepaid expenses
    14,000       43,000  
 
           
Total current assets
    196,000       1,108,000  
 
           
 
               
Furniture and fixtures, net of accumulated depreciation of $62,000 and $65,000 at December 31, 2008 and September 30, 2009, respectively
    2,000       24,000  
 
               
Other assets:
               
Deposits
    12,000       12,000  
Deferred charges
          567,000  
Intellectual property, net of accumulated amortization of $186,000 and $214,000 at December 31, 2008 and September 30, 2009, respectively
    266,000       238,000  
 
           
 
               
 
  $ 476,000     $ 1,949,000  
 
           
 
LIABILITIES AND NET CAPITAL DEFICIENCY
               
 
               
Current liabilities:
               
Accounts payable and accrued expenses
  $ 1,000,000     $ 755,000  
Notes payable:
               
BB&T (formerly Colonial Bank)
    300,000       300,000  
2004 notes
    250,000       250,000  
12% convertible promissory notes
    150,000       110,000  
15% promissory notes
    100,000       100,000  
Other
    100,000        
Due to related parties
    100,000       100,000  
 
           
Total current liabilities
    2,000,000       1,615,000  
 
           
 
               
Long-term liabilities:
               
8% convertible notes
          1,295,000  
Less unamortized discount
          (684,000 )
 
           
8% convertible notes — net
          611,000  
Accrued dividends payable in shares of common stock
    434,000       744,000  
Subscription deposits
          412,000  
Derivative financial instruments payable in shares of common stock
          6,775,000  
 
           
Total long-term liabilities
    434,000       8,542,000  
 
           
 
               
Commitments and contingencies
               
 
               
Net capital deficiency:
               
Preferred stock, $.0001 par value; 10,000,000 shares authorized:
               
Series A Convertible Cumulative, 157,592 shares issued and outstanding at December 31, 2008 and September 30, 2009, respectively
           
Series B Voting Junior Convertible Cumulative, 4,781,295 and 5,370,851 shares issued and outstanding at December 31, 2008 and September 30, 2009, respectively
           
Common stock, $.0001 par value; 100,000,000 shares authorized; 32,971,619 and 39,407,240 shares issued and outstanding at December 31, 2008 and September 30, 2009, respectively
    3,000       4,000  
Additional paid-in capital
    44,782,000       45,808,000  
Stock subscriptions in process
    577,000       600,000  
Deficit accumulated during the development stage
    (47,320,000 )     (54,620,000 )
 
           
Net capital deficiency
    (1,958,000 )     (8,208,000 )
 
           
 
               
 
  $ 476,000     $ 1,949,000  
 
           
See accompanying notes to condensed consolidated financial statements.

3


 

Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Operations
For the three and nine months ended September 30, 2008 and 2009 and the period
From August 4, 2000 (inception) to September 30, 2009
(Unaudited)
                 
    Three months     Three months  
    ended September     ended September  
    30, 2008     30, 2009  
Revenues
  $     $  
 
           
Operating expenses:
               
Research and development
    189,000       141,000  
General and administrative
    502,000       1,540,000  
Depreciation and amortization
    10,000       11,000  
Interest expense
    48,000       1,112,000  
 
           
Total operating expenses
    749,000       2,804,000  
Unrealized loss on derivative financial instruments
          (1,452,000 )
 
           
Net loss
    (749,000 )     (4,256,000 )
Dividends for the benefit of preferred stockholders:
               
Series A and Series B preferred stock
    (82,000 )     (115,000 )
Amortization of derivative discount on Series B preferred stock
          (408,000 )
Value of warrants issued in connection with sales of Series B preferred stock
    (466,000 )      
 
           
Total dividends for the benefit of preferred stockholders
    (548,000 )     (523,000 )
 
           
Net loss applicable to common stock
  $ (1,297,000 )   $ (4,779,000 )
 
           
 
               
Net loss per common share — basic and diluted
  $ (0.04 )   $ (0.12 )
 
           
 
               
Weighted average number of common shares outstanding
    30,368,776       38,352,329  
 
           
                         
                    Period from  
                    August 4, 2000  
    Nine months ended     Nine months ended     (inception) through  
    September 30,     September 30,     September 30,  
    2008     2009     2009  
Revenues
  $     $     $ 844,000  
 
                 
Operating expenses:
                       
Research and development
    687,000       611,000       14,674,000  
General and administrative
    1,567,000       2,762,000       27,869,000  
Depreciation and amortization
    31,000       31,000       313,000  
Interest expense
    3,065,000       1,460,000       8,202,000  
 
                 
Total operating expenses
    5,350,000       4,864,000       51,058,000  
Unrealized loss on derivative financial instruments
          (1,834,000 )     (1,834,000 )
 
                 
Net loss
    (5,350,000 )     (6,698,000 )     (52,048,000 )
Dividends for the benefit of preferred stockholders:
                       
Series A and Series B preferred stock
    (171,000 )     (319,000 )     (753,000 )
Amortization of derivative discount on Series B preferred stock
          (729,000 )     (729,000 )
Value of warrants issued in connection with sales of Series B preferred stock
    (1,536,000 )           (1,536,000 )
 
                 
Total dividends for the benefit of preferred stockholders
    (1,707,000 )     (1,048,000 )     (3,018,000 )
 
                 
Net loss applicable to common stock
  $ (7,057,000 )   $ (7,746,000 )   $ (55,066,000 )
 
                 
 
                       
Net loss per common share — basic and diluted
  $ (0.24 )   $ (0.21 )        
 
                   
 
                       
Weighted average number of common shares outstanding
    28,939,414       36,488,985          
 
                   
See accompanying notes to condensed consolidated financial statements.

4


 

Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2008 and 2009 and the period
From August 4, 2000 (inception) to September 30, 2009
(Unaudited)
                         
                    Period from  
    Nine Months     Nine Months     August 4, 2000  
    ended     ended     (Inception) to  
    September 30,     September 30,     September 30,  
    2008     2009     2009  
Cash flows from operating activities:
                       
Net loss
  $ (5,350,000 )   $ (6,698,000 )   $ (52,048,000 )
Adjustment to reconcile net loss to net cash used in operating activities:
                       
Depreciation and amortization
    31,000       32,000       314,000  
Noncash interest imputed upon conversion of debt to equity
    2,906,000       1,321,000       6,610,000  
Noncash interest from deferred financing costs and debt-based derivative liabilities
          391,000       391,000  
Unrealized loss on derivative financial instruments
          1,834,000       1,834,000  
Gain from sale of assets
                48,000  
Securities issued for services
    46,000       280,000       481,000  
Contributed research and development services
                95,000  
Merger-related costs
                523,000  
Shares in settlement of interest expense
    11,000       22,000       283,000  
Warrants issued for consulting
                204,000  
Equity-based compensation
    395,000       499,000       18,544,000  
Changes in assets and liabilities:
                       
Accounts receivable
                (16,000 )
Prepaid expenses and other assets
          (314,000 )     (410,000 )
Accounts payable and accrued expenses
    204,000       (11,000 )     1,747,000  
 
                 
Net cash used in operating activities
    (1,757,000 )     (2,644,000 )     (21,400,000 )
 
                       
Cash flows from investing activities:
                       
Purchase of intellectual property
                (237,000 )
Net proceeds from sale of equipment
                59,000  
Purchase of furniture, fixtures and equipment
          (24,000 )     (178,000 )
 
                 
Net cash used in investing activities
          (24,000 )     (356,000 )
 
                       
Cash flows from financing activities:
                       
Due to related parties
                315,000  
Proceeds from bank loans
                300,000  
Proceeds from sale of preferred stock
    2,116,000       351,000       2,915,000  
Proceeds from sale of common stock
          128,000       11,268,000  
Repayment of notes
    (364,000 )     (300,000 )     (905,000 )
Proceeds from bridge loan
          300,000       300,000  
Proceeds from sale of notes
    300,000       2,660,000       8,022,000  
Contributed capital
                178,000  
Proceeds for securities to be issued
          412,000       428,000  
 
                 
Net cash provided by financing activities
    2,052,000       3,551,000       22,821,000  
 
                 
 
                       
Net increase in cash
    295,000       883,000       1,065,000  
 
Cash at beginning of period
    4,000       182,000        
 
                 
Cash at end of period
  $ 299,000     $ 1,065,000     $ 1,065,000  
 
                 
See accompanying notes to condensed consolidated financial statements.

5


 

Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2008 and 2009 and the period
From August 4, 2000 (inception) to September 30, 2009
(Unaudited)
                         
                    Period from  
    Nine Months     Nine Months     August 4, 2000  
    ended     ended     (Inception) to  
    September 30,     September 30,     September 30,  
    2008     2009     2009  
Supplemental cash flow information:
                       
Issuance of previously-subscribed common stock
  $     $ 16,000     $ 16,000  
 
                 
Conversion of accounts payable to note payable
    100,000             100,000  
 
                 
Repurchase of common stock for cancellation of subscription note receivable
                750,000  
 
                 
Contributed research and development
                95,000  
 
                 
Acquisition of intellectual property from related party
                200,000  
 
                 
Beneficial conversion features for promissory notes
                912,000  
 
                 
Warrants issued in connection with 15% promissory notes
                261,000  
 
                 
Cash paid for interest expense
    208,000       69,000       941,000  
 
                 
Accrued equity-based compensation
    152,000             41,000  
 
                 
Accrued dividends
    1,707,000       310,000       2,280,000  
 
                 
Interest on promissory notes paid in common stock
                520,000  
 
                 
Promissory notes converted to common stock
          100,000       1,012,000  
 
                 
Related party accrual converted to common stock
    325,000             561,000  
 
                 
Conversion of debt to Series B preferred Stock
    1,567,000             1,567,000  
 
                 
Conversion of notes payable to common stock
    1,479,000       1,405,000       3,184,000  
 
                 
Accrued expenses paid with preferred stock
          108,000       108,000  
 
                 
Accrued expenses paid with common stock
          772,000       772,000  
 
                 
Fair value of equity-based derivative financial instruments issued
          816,000       816,000  
 
                 
Fair value of debt-based derivative financial instruments issued
          479,000       479,000  
 
                 
Deferred costs paid with common stock
          358,000       358,000  
 
                 
Derivative discount on Series B preferred stock
          341,000       341,000  
 
                 
See accompanying notes to condensed consolidated financial statements.

6


 

Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Changes in Net Capital Deficiency
For the Nine Months ended September 30, 2009
(Unaudited)
                                                                                 
                    Preferred Stock             Stock              
    Common Stock     Class A     Class B     Additional     Subscriptions     Accumulated        
    Shares     Amount     Shares     Amount     Shares     Amount     Paid-In Capital     in Process     Deficit     Total  
Balance at December 31, 2008
    32,971,619     $ 3,000       157,592     $       4,781,295     $     $ 44,782,000     $ 577,000     $ (47,320,000 )   $ (1,958,000 )
Cumulative effect of change in accounting principle
                                        (4,049,000 )           480,000       (3,569,000 )
Issuance of stock for services
    700,216       1,000                   151,096             429,000                   430,000  
Issuance of stock for cash
    373,500                         438,460             478,000                   478,000  
Stock issued related to notes payable transactions
    2,902,592                                     2,647,000                   2,647,000  
Issuance of common stock for interest payments
    47,328                                     116,000                   116,000  
Accrued dividends on preferred stock
                                                    (310,000 )     (310,000 )
Exercise of warrants
    500,000                                                        
Issuance of warrants for services
                                        101,000             (43,000 )     58,000  
Fair value of derivative financial instruments issued in connection with Series B preferred stock
                                        (472,000 )                 (472,000 )
Issuance of stock options for services
                                        252,000                   252,000  
Amortization of discounts related to derivative financial instruments
                                        729,000             (729,000 )      
Stock subscriptions in process:
                                                                               
To be issued in payment of accrued compensation
                                        577,000       (577,000 )            
Other transactions — net
    1,911,985                                     218,000       600,000             818,000  
Net loss
                                                    (6,698,000 )     (6,698,000 )
 
                                                           
Balance at September 30, 2009
    39,407,240     $ 4,000       157,592     $       5,370,851     $     $ 45,808,000     $ 600,000     $ (54,620,000 )   $ (8,208,000 )
 
                                                           
See accompanying notes to condensed consolidated financial statements.

7


 

NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS
Nature of the Business
     Vicor Technologies, Inc. (“Vicor” or the “Company”) is a development-stage company dedicated to the development of breakthrough diagnostic and therapeutic products. The Company is commercializing innovative noninvasive diagnostic technology products based on its patented Proprietary Point Correlation Dimension (“PD2i algorithm”) algorithm and software. The PD2i® algorithm and software facilitates the ability to accurately risk stratify a specific target population to predict future pathological events. Vicor is currently commercializing its three (3) proprietary diagnostic medical products: the PD2i Analyzer, the PD2i-VSTM (Vital Sign) and the PD2i Cardiac Analyzer (CA). Vicor’s therapeutic products have been developed by using an innovative drug discovery platform which focuses on naturally occurring biomolecules derived from state-dependent physiologies such as hibernation.
     The Company’s first product, the PD2i Analyzer, displays and analyzes electrocardiographic information that measures heart rate variability (“HRV”). The PD2i Analyzer received 510(k) marketing clearance from the Food and Drug Administration (“FDA”) on December 29, 2008. The Company is completing software programming changes for the PD2i Analyzerto enable the capture and display of HRV information during paced respiration and controlled exercise. Following completion of these programming changes, the labeling for the original 510(k) will be expanded to include the measurement of heart rate variability during paced respiration and controlled exercise. This expanded labeling will facilitate the use of the PD2i Analyzer for screening diabetic and cardiac patients with reimbursement available to the physicians from insurers for these types of tests. The Company anticipates the PD2i Analyzer will be in use in selected physicians’ practices late in the fourth quarter of 2009.
     The Company will be performing a normal range study for the PD2i Analyzerat the University of Mississippi Medical Center as soon as routine Institutional Review Board approval is received. This study of approximately 200 age and gender matched “normal” patients will enable the establishment of normal ranges of PD2i® values for these groups for both a resting patient and a patient performing paced respiration and/or controlled exercise. A 510(k) application will then be filed with the FDA to establish normal ranges for PD2i® values.
     The Company’s second product, the PD2i-VS (Vital Sign), is being developed in collaboration with the United States Army and is used to assess the severity of injury of critically injured trauma victims to determine the need for an immediate life saving intervention in those trauma victims who are at high risk of imminent death. It is anticipated that the PD2i-VS will be used for civilian triage and trauma emergency response.
     The Company’s third product, the PD2i Cardiac Analyzer, is able to accurately risk stratify patients into those at high or low risk of suffering a fatal arrhythmic event, or Sudden Cardiac Death (“SCD”), within a six to twelve-month time frame. The PD2i Cardiac Analyzer is the subject of an ongoing research collaboration. On February 5, 2009 the Company signed a Research Agreement with the University of Rochester and the Catalan Institute of Cardiovascular Sciences in Barcelona to collaborate on the PD2i® analysis of data collected for the Merte Subita en Insufficiencia Cardiaca (MUSIC) trial. The collaboration is entitled “Prognostic Significance of Point Correlation Dimension Algorithm (PD2i) in Chronic Heart Failure.” Vicor plans to use the PD2i Cardiac Analyzer to retrospectively identify those who suffered SCD in the congestive heart failure patients who participated in the MUSIC trial. When this analysis is completed, the Company believes it will yield a dataset sufficient to support a 510(k) submission to include a claim for SCD.
     The Company has two (2) wholly-owned subsidiaries, Non-Linear Medicine, Inc. (“NMI”) and Stasys Technologies, Inc. (“STI”). Vicor has no operations independent of its wholly-owned subsidiaries. NMI owns all of Vicor’s intellectual property related to diagnostic products. STI owns all of Vicor’s intellectual property related to therapeutic products.
     The Company is subject to all the risks inherent in an early stage company in the biotechnology industry, which is subject to rapid technological change. The Company has numerous competitors, including major pharmaceutical and chemical companies, medical device manufacturers, specialized biotechnology firms, universities and other research institutions. These competitors may succeed in developing technologies and products that are more effective than any that are being developed by the Company or that would render the Company’s technology and products obsolete and noncompetitive. Many of these competitors have substantially greater financial and technical resources and production and marketing capabilities than the Company. In addition, many of the Company’s competitors have significantly greater experience than the Company in pre-clinical testing and human clinical trials of new or improved pharmaceutical products and in obtaining FDA and other regulatory approvals on products for use in health care. The Company is aware of various products under development or manufactured by competitors, which may use therapeutic approaches that compete directly with certain of the Company’s products.

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     The Company has limited experience in conducting and managing pre-clinical testing necessary to enter clinical trials required to obtain government approvals and has limited experience in conducting clinical trials. Accordingly, the Company’s competitors may succeed in obtaining FDA approval for products more rapidly than the Company, which could adversely affect the Company’s ability to further develop and market its products. If the Company commences significant commercial sales of its products, it will also be competing with respect to manufacturing efficiency and marketing capabilities, areas in which the Company has limited or no current experience.
Basis of Presentation
     The accompanying unaudited condensed consolidated financial statements of the Company and the notes thereto have been prepared in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). The December 31, 2008 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The September 30, 2009 unaudited condensed consolidated financial statements do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s condensed consolidated financial statement amounts have been rounded to the nearest thousand dollars.
     The information presented as of September 30, 2009 and for the nine months ended September 30, 2008 and 2009 has not been audited. In the opinion of management, the unaudited interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position as of September 30, 2009, the consolidated results of its operations for the three and nine months ended September 30, 2008 and 2009 and its consolidated cash flows and net capital deficiency for the nine months ended September 30, 2008 and 2009. The results of operations for the nine months ended September 30, 2008 and 2009 are not necessarily indicative of the results for the full year.
Liquidity and Going Concern
     The Company’s financial statements as of and for the three and nine months ended September 30, 2008 and 2009 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred a net loss of $6,698,000 for the nine months ended September 30, 2009 and had a working capital deficit and net capital deficiency of $507,000 and $8,208,000, respectively, as of September 30, 2009. The Company expects to continue to incur substantial expenditures to further the commercial development of its products. The Company’s cash balance at September 30, 2009 will not be sufficient to meet such objectives. These matters raise substantial doubts about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty. (See Note 7).
     Management recognizes that the Company must generate additional financing to successfully commercialize its products. Management plans include the sale of additional equity or debt securities, alliances or other partnerships with entities interested in and having the resources to support the further development of its products, as well as other business transactions to assure continuation of the Company’s development and operations. The Company is in the process of executing its plan to secure additional capital.
     However, no assurances can be given that the Company will be successful in raising additional capital or entering into business alliances. Further, there can be no assurance, assuming the Company successfully raises additional funds or enters into a business alliance, that the Company will achieve profitability or positive cash flow. If the Company is not able to timely and successfully raise additional capital and/or achieve profitability or positive cash flow, its operating business, financial condition, cash flows and results of operations will be materially and adversely affected.
NOTE 2 — Summary of Significant Accounting Policies
Revenue Recognition
     As a development-stage enterprise, the Company has no significant operating revenue but expects revenue in the first quarter of 2010. Revenue will be recognized when products are shipped and services rendered.

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Use of Estimates
     The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates and the differences could be material.
Accounting for Stock-Based Compensation
     The Company uses the fair value-based method of accounting for stock-based employee compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the grant date and is recognized over the periods in which the related services are rendered.
     The Company has also granted stock purchase warrants to independent consultants, contractors and note holders and values these warrants using the fair value-based method described in the preceding paragraph. The compensation cost so determined is recognized over the period the services are provided which usually results in compensation cost being recognized at the date of the grant.
Fair Value of Derivative Financial Instruments
     Certain of the Company’s derivative financial instruments (warrants and conversion rights embedded in convertible preferred stock and conversion rights embedded in convertible debt) are recorded at fair value. Periodic changes in fair value are recorded in the statement of operations.
     The value of a derivative financial instrument is classified as an asset or liability depending on the nature of the instrument. The Company’s derivative financial instruments are liabilities payable only through the issuance of shares of common stock and not through the payment of cash or other assets.
Recent Pronouncements
     On June 30, 2009 the Financial Accounting Standards Board (the “FASB”) adopted Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (the “FASB Codification”). The purpose of the FASB Codification was to reorganize all existing U.S. accounting and reporting standards issued by the FASB and other related private-sector standard setters into one authoritative body of literature, which will ease research of accounting literature and reduce the risk of noncompliance. Going forward, all revisions will be made in real time to the FASB Codification. The FASB Codification is effective for all financial statements issued for interim and annual periods ending after
September 15, 2009.
     As a result of the adoption of the FASB Codification, all references in public company financial statements and related notes will be to the classification system set forth in the FASB Codification, rather than to the applicable previously existing literature. Conforming changes will also need to be made throughout a company’s disclosure documents, with changes most likely arising in the Management’s Discussion and Analysis of Financial Condition and Results of Operations and, most particularly, in the discussion of critical accounting policies usually contained in that discussion.
     On August 18, 2009 the Securities and Exchange Commission published interpretive guidance titled “Commission Guidance Regarding the Financial Accounting Standards Board’s Accounting Standards Codification.” In its guidance, the SEC stated that concurrent with the Effective Date, references in the SEC’s rules and SEC staff guidance to specific standards under U.S. generally accepted accounting principles should be understood to mean the corresponding reference in the FASB Codification. The SEC also stated that the FASB Codification does not supersede any SEC rules or regulations, is not the authoritative source for SEC rules or SEC staff guidance, and the inclusion of any SEC rules or SEC staff guidance in the FASB Codification will not affect how such items may be updated in the future by the SEC.
NOTE 3 — DEBT
8% Convertible Promissory Notes
     During the nine months ended September 30, 2009 the Company sold 8% convertible notes that are due two years from date of issue and are convertible into common stock at the option of the holder any time prior to maturity. The conversion rights embedded in

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the notes are derivative financial instruments due to the conversion terms of the notes. The fair values of the derivative financial instruments at their issue dates are $1,948,000.
         
Notes sold
  $ 2,660,000  
Notes converted through September 30, 2009
    (1,365,000 )
 
     
 
    1,295,000  
Less unamortized discount
    (684,000 )
 
     
Balance at September 30, 2009
  $ 611,000  
 
     
     As notes were converted, debt discount of $1,073,000 was amortized to noncash interest expense.
Other Notes Payable
     The holder of a $100,000 note agreed to convert the note into 200,000 shares of Vicor common stock. The conversion resulted in recognition of $79,000 of noncash interest expense.
NOTE 4 — OUTSTANDING COMMON STOCK PURCHASE WARRANTS AND OPTIONS
     At September 30, 2009 the Company had 11,349,069 warrants outstanding with an average exercise price of $1.00 and had 2,415,000 options outstanding with an average exercise price of $0.78.
NOTE 5 — RELATED PARTY TRANSACTIONS
     The Company is party to a service agreement (“Service Agreement”) with ALDA & Associates International, Inc. (“ALDA”), a consulting company owned and controlled by the Company’s Chief Executive and Financial Officer, whereby all of the Company’s employees serve as ALDA employees under a professional employer organization arrangement. The Service Agreement provides for reimbursing ALDA for its actual payroll and insurance related costs for these employees. For the three and nine months ended September 30, 2009, $212,000 and $652,000, respectively, of costs were incurred related to the Service Agreement.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
     The Company from time to time may be subject to claims and suits arising in the ordinary course of business. The Company is currently not involved in any claims or suits.
NOTE 7 — SUBSEQUENT EVENTS
     Subsequent to September 30, 2009 the Company raised $761,000 through the sale of 8% subordinated convertible notes due in 2012 and immediately exercisable five-year warrants to purchase shares of the Company’s common stock for $1.00 per share. Interest on the notes is accrued, and the notes and accrued interest are convertible into shares of common stock at the lesser of $0.80 or 80% of the underlying common stock price in a subsequent qualified financing (as defined by the note) of at least $3,000,000.
     On October 20, 2009 the holder of the 15% promissory note agreed to convert the balance of the note into 200,000 shares of Vicor common stock.
     The $100,000 loan with BB&T(formerly Colonial Bank) has been extended until October 26, 2010 at an interest rate of 4.83%
NOTE 8 — FAIR VALUE OF FINANCIAL INSTRUMENTS
     The Company follows the provisions of FASB Codification Topic 820, “Fair Value Measurements and Disclosures”. This Topic defines fair value, establishes a measurement framework and expands disclosures about fair value measurements.
     The Company measures financial assets in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

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    Level 1 — Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value (“NAV”) on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds.
    Level 2 — Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active.
    Level 3 — Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.
     The availability of observable inputs can vary from instrument to instrument and in certain cases the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement of an instrument requires judgment and consideration of factors specific to the instrument.
Recurring Fair Value Measurement Valuation Techniques
     The fair value for certain financial instruments is derived using pricing models and other valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments. Financial instruments for which actively quoted prices or pricing parameters are available will generally have a higher degree of price transparency than financial instruments that are thinly traded or not quoted. In accordance with FASB Codification Topic 820, the criteria used to determine whether the market for a financial instrument is active or inactive is based on the particular asset or liability. As a result, the valuation of these financial instruments included significant management judgment in determining the relevance and reliability of market information available. The Company considered the inactivity of the market to be evidenced by several factors, including limited trading of the Company’s stock since the commencement of trading in July of 2007.
Derivative Financial Instruments
     The Company’s derivative financial instruments consist of conversion options embedded in 8% convertible notes, Series B Preferred Stock and warrants to purchase common stock issued with preferred stock. These instruments are valued with pricing models commonly used by the financial services industry using inputs generally observable in the financial services industry. These models require significant judgment on the part of management, including the inputs utilized in its pricing models. The Company’s derivative financial instruments are categorized in Level 3 of the fair value hierarchy. The Company estimates the fair value of derivatives utilizing the Black-Scholes option pricing model and the following assumptions:
                 
    January 1, 2009   September 30, 2009
Conversion feature:
               
Risk-free interest rate
    2.10 %     1.30% -2.64 %
Expected volatility
    63 %     63 %
Expected life (in years)
    5       2-5  
Expected dividend yield
    0 %     0 %
 
               
Warrants:
               
Risk-free interest rate
    2.10 %     2.64 %
Expected volatility
    63 %     63 %
Expected life (in years)
    5       5  
Expected dividend yield
    0 %     0 %
 
               
Fair value:
               
Conversion feature
  $ 1,664,000     $ 3,696,000  
Warrants
  $ 1,905,000     $ 3,079,000  
     Prior to January 1, 2009 the Company used the historical prices of its common stock to determine its volatility. Subsequently, the Company determined that the historical prices of its common stock was not the best proxy to estimate such volatility. Effective

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January 1, 2009 the Company’s methodology to estimate volatility of its common stock is based on an average of published volatilities contained in the most recent audited financial statements of other publicly-reporting companies in industries similar to that of the Company.
Level 3 Assets and Liabilities
     Level 3 liabilities include instruments whose value is determined using pricing models and for which the determination of fair value requires significant management judgment or estimation. As of September 30, 2009 instruments measured at fair value on a recurring basis categorized as Level 3 represented approximately 79% of the Company’s total liabilities.
Fair values of liabilities measured on a recurring basis at September 30, 2009 are as follows:
                                 
            Quoted Prices in              
            Active Markets     Significant Other     Significant  
            for Identical     Observable     Unobservable  
            Liabilities     Inputs     Inputs  
    Fair Value     (Level 1)     (Level 2)     (Level 3)  
Liabilities
                               
Derivative financial instruments
  $ 6,775,000           $     $ 6,775,000  
 
                       
Total
  $ 6,775,000           $     $ 6,775,000  
 
                           
     Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains for liabilities within the Level 3 category presented in the tables below may include changes in fair value that were attributable to both observable and unobservable inputs. The following table presents additional information about Level 3 assets and liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2009:
         
    Unrealized Loss -  
    Derivative Financial  
    Instruments  
Included in Earnings (1)
  $ 1,834,000  
 
     
Total (2)
  $ 1,834,000  
Purchases, Sales, Other
       
Settlements and Issuances, Net
     
Net Transfers In and/or (out) of Level 3
     
 
     
September 30, 2009
  $ 1,834,000  
 
     
 
(1)   Unrealized loss included in earnings is reported as unrealized loss on derivative financial instruments.
 
(2)   Total unrealized loss related to Level 3 instruments held at September 30, 2009.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
     In this Quarterly Report on Form 10-Q, “Vicor,” and the terms “Company”, “we”, “us” and “our” refer to Vicor Technologies, Inc. and its subsidiaries, unless the context indicates otherwise.
Forward-Looking Statements
     This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties that could cause our actual results to differ materially. When used in this report, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this Quarterly Report. We undertake no obligation to publicly release any revisions to the forward-looking statements after the date of this Quarterly Report. You should carefully review the risk factors described in other documents we file from time to time with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for our fiscal year ended December 31, 2008.

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Overview of the Business
     We are a medical diagnostics company focused on commercializing noninvasive diagnostic technology products based on our patented, proprietary Point Correlation Dimension algorithm (the “PD2i® algorithm”) and software. The PD2i® algorithm and software facilitates the ability to accurately risk stratify a specific target population to predict future pathological events. We are currently commercializing three(3) proprietary diagnostic medical products which employ software utilizing the PD2i® algorithm: the PD2i Analyzer, the PD2i-VS (Vital Sign) and the PD2i Cardiac Analyzer TM (CA). Vicor’s therapeutic products have been developed by using an innovative drug discovery platform which focuses on naturally occurring biomolecules derived from state-dependent physiologies such as hibernation.
     Our first product, the PD2i Analyzer displays and analyzes electrocardiographic (ECG) information that measures heart rate variability (“HRV”). The PD2i Analyzer received 510(k) marketing clearance from the Food and Drug Administration (“FDA”) on December 29, 2008. The Company is completing software programming changes for the PD2i Analyzerto enable the capture and display of HRV information during paced respiration and controlled exercise. Following completion of these programming changes, the labeling for the original 510(k) will be expanded to include the measurement of heart rate variability during paced respiration and controlled exercise. This expanded labeling will facilitate the use of the PD2i Analyzer for screening diabetic and cardiac patients with reimbursement available to the physicians from insurers for these types of tests. We anticipate the PD2i Analyzerwill be in use in selected physicians’ practices late in the fourth quarter of this year.
     The Company will be performing a normal range study for the PD2i Analyzerat the University of Mississippi Medical Center as soon as routine Institutional Review Board approval is received. This study of approximately 200 age and gender matched “normal” patients will enable the establishment of normal ranges of PD2i® values for these groups for both a resting patient and a patient performing paced respiration and/or controlled exercise. A 510(k) will then be filed with the FDA to establish normal ranges for PD2i® values.
     The Company’s second product, the PD2i-VS (Vital Sign), is being developed in collaboration with the United States Army and is used to assess the severity of injury of critically injured trauma victims to determine the need for an immediate life saving intervention in those trauma victims who are at high risk of imminent death. It is anticipated that the PD2i-VS will be used for civilian triage and trauma emergency response.
     The Company’s third product, the PD2i Cardiac Analyzeris able to accurately risk stratify patients into those at high or low risk of suffering a fatal arrhythmic event, or Sudden Cardiac Death (“SCD”), within a six to twelve-month time frame. The PD2i Cardiac Analyzer is the subject of an ongoing research collaboration. On February 5, 2009 the Company signed a Research Agreement with the University of Rochester and the Catalan Institute of Cardiovascular Sciences in Barcelona to collaborate on the PD2i® analysis of data collected for the Merte Subita en Insufficiencia Cardiaca (MUSIC) trial. The collaboration is entitled “Prognostic Significance of Point Correlation Dimension Algorithm (PD2i) in Chronic Heart Failure.” Vicor plans to use the PD2i Cardiac Analyzer to retrospectively identify those who suffered SCD in the congestive heart failure patients who participated in the MUSIC trial. When this analysis is completed the Company believes it will yield a dataset sufficient to support a 510(k) submission to include a claim for SCD.
     At September 30, 2009, our cash balance was $1,065,000. Management believes that we have sufficient funds to continue operations through March 31, 2010.
     Our plan of operations includes:
  1.   Continued progress in various clinical trials and 510(k) submissions as discussed in the preceding paragraphs:
 
  2.   Development of strategies for initial product rollouts in both the United States and overseas. This includes education of physicians regarding existing CPT (current procedural terminology) codes that can be used for tests involving our products.
 
  3.   Raising additional capital with which to fund ongoing operations and successfully commencing revenue-generating activities.
 
  4.   Securing CE Mark clearance in Europe for the PD2i Cardiac Analyzer and PD2i- VS.
 
  5.   Maintaining the Company’s general and administrative expenses at approximately $200,000 to $300,000 per month.
 
  6.   Commencing the generation of revenues.
     However, we may not be successful in raising additional capital or in generating revenue. Furthermore, even if we raise additional capital and generate revenue, we may never achieve profitability or positive cash flow. If we are not able to timely and successfully

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raise additional capital and/or achieve profitability or positive cash flow, our operating business, financial condition, cash flows and results of operations may be materially and adversely affected.
Critical Accounting Estimates
     The following are deemed to be the most significant accounting estimates affecting us and our results of operations:
Research and Development Costs
     Research and development costs include payments to collaborative research partners and costs incurred in performing research and development activities, including wages and associated employee benefits, facilities and overhead costs. These are expensed as incurred.
Intellectual Property
     Intellectual property, consisting of patents and other proprietary technology, are stated at cost and amortized on the straight-line basis over their estimated useful economic lives. Costs and expenses incurred in creating intellectual property are expensed as incurred. The cost of purchased intellectual property is capitalized. Software development costs are expensed as incurred.
Revenue Recognition
     As a development-stage enterprise, we currently have no significant revenue. We have received FDA 510(k) marketing clearance for our first product (and will continue to seek CE Mark clearance in Europe); accordingly, we expect to recognize revenue as products are shipped or services are rendered.
Accounting for Stock-Based Compensation
     We recorded equity-based compensation expense for employees and nonemployees in accordance with the fair-value provisions of FASB Codification Topic 718, principally the result of granting stock options and warrants to employees with an exercise price below the fair value of the shares on the date of grant.
Accounting for Derivative Financial Instruments
     We evaluate financial instruments using the guidance provided by FASB Codification Topic 815 and apply the provisions thereof to the accounting of items identified as derivative financial instruments not indexed to our stock.
Fair Value of Financial Instruments
     The Company follows the provisions of FASB Codification Topic 820. This Topic defines fair value, establishes a measurement framework and expands disclosures about fair value measurements.
     The Company uses fair value measurements for determining the valuation of derivative financial instruments payable in shares of its common stock. This primarily involves option pricing models that incorporate certain assumptions and projections to determine fair value. These require management judgment.
Results of Operations
Three months ended September 30, 2009 compared to the three months ended September 30, 2008
Research and Development
     Research and development expenses represent 5.6% and 25.2% of total operating expenses for the three months ended September 30, 2009 and 2008, respectively.
     Research and development costs decreased by $48,000 to $141,000 for the three months ended September 30, 2009. The principal reason for the decrease was the VITAL Trial with costs of $56,000 in 2008 that did not occur in 2009 due to the trial being suspended in March 2009.

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General and Administrative Expenses
     General and administrative expenses represent 61.7% and 67.0% of total operating expenses for the three months ended September 30, 2009 and 2008, respectively.
     General and administrative expenses were $1,540,000 for the three months ended September 30, 2009 compared with $502,000 for the three months ended September 30, 2008. The $1,038,000 increase was due to increases of $487,000 in consulting and computer programming fees, $237,000 in legal and accounting fees, $223,000 in offering costs and $120,000 in note conversion fees.
Interest Expense
     Interest expense represents 39.7% and 6.4% of total operating expenses for the three months ended September 30, 2009 and 2008, respectively.
     Interest expense was $1,112,000 for the three months ended September 30, 2009 compared with $48,000 for the three months ended September 30, 2008. The $1,064,000 increase is due to incurring $972,000 in noncash interest upon conversion of 8% notes to common stock and $103,000 in amortization of discounts on derivative financial instruments.
Nine months ended September 30, 2009 compared to the nine months ended September 30, 2008
Research and Development
     Research and development expenses represent 13.4% and 12.8% of total operating expenses for the nine months ended September 30, 2009 and 2008, respectively.
     Research and development expenses decreased by $76,000 to $611,000 for the nine months ended September 30, 2009. This decrease primarily results from decreased 2008 costs for the VITAL Trial (suspended in March 2009) of $276,000 and $217,000 of costs for the MUSIC Trial and programming costs incurred in 2009.
General and Administrative Expenses
     General and administrative expenses represent 60.6% and 29.3% of total operating expenses for the nine months ended September 30, 2009 and 2008, respectively.
     General and administrative expenses were $2,762,000 for the nine months ended September 30, 2009 compared with $1,567,000 for the nine months ended September 30, 2008. The principal reason for the increase was due to increases of $487,000 in consulting and computer programming fees, $237,000 in legal and accounting fees, $223,000 in offering costs and $120,000 in note conversion fees.
Interest Expense
     Interest expense represents 30.1% and 57.3% of total operating expenses for the nine months ended September 30, 2009 and 2008, respectively.
     Interest expense was $1,460,000 for the nine months ended September 30, 2009 compared with $3,065,000 for the nine months ended September 30, 2008. The $1,605,000 decrease is the result of significant reductions in debt since April 1, 2008, including $2,056,000 related to the conversion of notes to common and preferred stock and more than $664,000 of interest-related fees incurred in 2008. These decreases were offset by $666,000 in noncash interest upon conversion of 8% notes to common stock and $103,000 in amortization of discounts on derivative financial instruments.
Liquidity and Capital Resources
     As a development-stage company, we have no revenue and must raise capital to execute our business plan and commercialize our products. At September 30, 2009 we had a working capital deficiency of $507,000 and $1,065,000 in cash. Our working capital is not sufficient to meet our objectives.
     Management recognizes that the Company must generate additional resources to successfully commercialize its products. Management plans include the sale of additional equity and debt securities. We have raised approximately $23,600,000 since our inception in 2000 in a series of private placements of our common stock, convertible preferred stock and convertible notes to accredited investors, a number of which are physicians.

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     However, we may not be successful in raising additional capital. Further, assuming that we raise additional funds, the Company may not achieve profitability or positive cash flow. If we are not able to timely and successfully raise additional capital and/or achieve profitability or positive cash flow, our operating business, financial condition, cash flows and results of operations may be materially and adversely affected.
Going Concern
     We have prepared our financial statements for the three and nine months ended September 30, 2009 on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We incurred a net loss of $6,698,000 for the nine months ended September 30, 2009 and had a net capital deficiency of $8,208,000 at September 30, 2009. We expect to incur substantial expenditures to further the commercial development of our products, and our working capital at September 30, 2009 will not be sufficient to meet such objectives. Management recognizes that the Company must generate additional cash to successfully commercialize its products. Management plans include the sale of additional equity or debt securities, establishing alliances or other partnerships with entities interested in and that have resources to support the further development of the Company’s products as well as other business transactions to assure continuation of our operations.
Off-Balance Sheet Arrangements
     We have not entered into any transaction, agreement or other contractual arrangement with an unconsolidated entity under which we have:
    A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit;
    Liquidity or market risk support to such entity for such assets; or
    An obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to us, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with us.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
     Not applicable.
Item 4T. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
     As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of David H. Fater, our Chief Executive and Financial Officer, and Thomas J. Bohannon, our Chief Accounting Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive and Financial Officer and our Chief Accounting Officer concluded that at September 30, 2009 our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
(b) Changes in Internal Controls
     There was no change in our internal controls or in other factors that could affect these controls during the quarter ended September 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
     There are no known claims or litigation pending, the outcome of which would individually or in the aggregate have a material effect on our consolidated results of operations, financial position, or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
     During the three months ended September 30, 2009, Vicor:

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    Issued 2,184 shares of common stock to David Fater as compensation for providing standby collateral in connection with the BB&T (formerly Colonial Bank) loans.
 
    Issued 300,000 options to the three independent directors at an exercise price of $0.90 pursuant to the Company’s Stock Option Plan.
 
    Issued 74,506 shares of common stock to an employee and consultants for services rendered.
 
    Sold $425,500 of 8% convertible notes.
 
    Issued 7,500 shares of Series B preferred stock and 7,500 warrants with an exercise price of $1.00 to a consultant for services rendered.
 
    Issued 2,285,002 shares of common stock to noteholders converting $1,215,000 of 8% convertible notes.
 
    Repriced 120,000 warrants from an exercise price of $2.50 to $0.50 and 25,000 warrants from an exercise price of $1.00 to $0.50 for services rendered.
 
    Issued 200,000 shares of common stock to redeem a $100,000 note and recognized $79,000 of noncash interest expense
     These securities issued in the foregoing transactions were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (“Securities Act”) or Rule 506 of Regulation D, as transactions by an issuer not involving a public offering. All of the investors were knowledgeable, sophisticated and had access to comprehensive information about the Company and represented their intention to acquire the securities for investment only and not with a view to distribute or sell the securities. The Company placed legends on the certificates stating that the securities were not registered under the Securities Act and set forth the restrictions on their transferability and sale.
Item 3. Defaults Upon Senior Securities.
     None
Item 4. Submission of Matters to a Vote of Security Holders.
     None.
Item 5. Other Information.
     None.
Item 6. Exhibits
     
Exhibit No.   Description
 
   
31.1
  Certification of David H. Fater, Chief Executive Officer, President and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
 
   
31.2
  Certification of Thomas J. Bohannon, Chief Accounting Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
 
   
32.1
  Certification of David H. Fater, Chief Executive Officer, President and Chief Financial Officer and Thomas J. Bohannon, Chief Accounting Officer, of Vicor Technologies, Inc., pursuant to 18 U.S.C. 1350.*
 
*   Filed herewith

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SIGNATURES
     In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
         
Dated: November 13, 2009  Vicor Technologies, Inc.
 
 
  By:   /s/ David H. Fater    
    David H. Fater   
    Chief Executive Officer, President and
Chief Financial Officer 
 
 
     
  By:   /s/ Thomas J. Bohannon    
    Name:   Thomas J. Bohannon   
    Title:   Chief Accounting Officer   

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