On July 2, 2012, Vycor Medical, Inc. (the “Company”) entered into an Employment Agreement (the “Employment Agreement”) with Richard P. Denness (see also Item 5.02, below) to serve as the Company’s Chief Executive Officer (Designate) effective as of July 9, 2012 and to become the Company’s Chief Executive Officer effective August 3, 2012 concurrent with the departure of the Company’s current Chief Executive Officer.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement between the Company and Richard P. Denness dated as of July 2, 2012 attached hereto as Exhibit 10.1 and incorporated herein by reference.

On July 2, 2012, Kenneth Coviello notified the Company that he was resigning his position as Chief Executive Officer of the Company effective August 3, 2012 (“Departure Date”). Mr. Coviello’s decision to resign was for strictly personal reasons and did not arise or result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. At the same time, Mr. Coviello advised the Company that he will also resign from his position on the Company’s board of directors on or before the Departure Date.

On July 2, 2012, our board of directors appointed Richard P. Denness, age 46, to serve as the Chief Executive Officer of the Company effective the Departure Date of Mr. Coviello and elected Mr. Denness to serve as a director on the Company’s board of directors, effective July 9, 2012 (“Start Date”).

Mr. Denness is a healthcare executive with global experience who has held senior management positions at UCB, Inc., Schwarz Pharma US, Schering-Plough and IVAX Corporation. From 1990-2001 Mr Denness held a series of managerial and sales positions at Schering-Plough, including: Regional Sales Director Southern/Mid-Atlantic US (1999-2001); and General Manager Australia/New Zealand (1997-1999). From 2001-2002 he was Director of Sales, Eastern US for Viropharma. From 2002-2004 Mr. Denness was President, IVAX Laboratories. From 2004-2010 he held a number of senior positions at UCB, Inc. and its subsidiaries, including: Vice President, UCB Managed Markets (2009-2010); Vice President and General Manager, CNS Unit (2004-2009), including CEO of Schwarz Pharma US during its integration into UCB. Mr. Denness holds a BS, Marketing from Missouri State University.

Mr. Denness has no family relationship with any of our executive officers or directors. There are no arrangements or understandings between Mr. Denness and any other person pursuant to which he was appointed as director. There have been no related party transactions in the past two years in which we were or are to be a party, in which Mr. Denness has, or will have, a direct or indirect material interest.

Our board of directors has approved Mr. Denness’ Employment Agreement (see Item 1.01, above) and the compensation for his services set forth therein. Until the Company completes a planned funding and contemporaneous listing on NASDAQ Global Capital Markets (the “Funding Completion”), Mr. Denness will receive a salary $10,000 per month and reimbursement of certain travel and business-related expenses. Following the Funding Completion Mr. Denness will receive a salary of $250,000 per year and will be granted certain stock options described below. In connection with the appointment, the Company has entered into an indemnification agreement with Mr. Denness.

Following the completion of the Funding Completion the Company will grant to Mr. Denness a number of Stock Options (“Options”) equal to 6% of its issued and outstanding common stock immediately prior to the Start Date (inclusive of those shares of common stock issuable upon the conversion of issued and outstanding shares of Series C Preferred Stock).  The Options shall be exercisable for a period of three (3) years from the date of grant at an exercise price of $0.03 per share.  1% of the 6% of the Options will become exercisable upon Funding