Item 1.01 Entry into a Material Definitive Agreement.

On April 25, 2014, Vycor Medical, Inc. (“Vycor” or the “Company”) completed the sale of $929,860 in Units comprising Common Stock and Warrants (the “Units”) to accredited investors (the “Investors”). The Units were issued pursuant to the terms of separate Stock Purchase Agreements between the Company and each of the Investors. This sale is the final closing (the “Final Closing”) of an offering (the “Offering”), resulting in total gross proceeds of $5,000,000. The Offering initially had a maximum of $3,000,000 but the Company and the Placement Agent exercised their option to increase the size of the Offering to a maximum of $5,000,000.

Each Unit was priced at $1.80 and comprised one share of Company Common Stock (the “Shares”), a series A warrant (the “Series A Warrants”) to purchase 0.5 shares of common stock and a series B warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 0.5 shares of common stock (the “Units”). Each Investor received (i) 3-year detachable Series A Warrants to purchase a number of shares of Common Stock equal to 50% of the number of Shares purchased by such investor and (ii) 3-year detachable Series B Warrants to purchase a number of shares of Common Stock equal to 50% of the number of Shares purchased by such investor. The Series A Warrants have an exercise price per share of $2.05 (subject to adjustment as provided therein). The Series B Warrants will have an exercise price per share of $3.08. The Warrants are subject to adjustment for stock splits, stock dividends or recapitalizations.

Fountainhead Capital Partners Limited (“Fountainhead”), the Company’s largest shareholder with approximately 41% of the Common Stock following the Offering, additionally converted a total of $1,426,542 of accrued consulting fees into an investment in Units under the Offering.

The securities offered in the Offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors.

Garden State Securities, Inc. acted as acting as exclusive Placement Agent in connection with this Offering. Vycor agreed to pay the Placement Agent (i) a cash placement fee equal to 8% of the gross proceeds of the Offering, (ii) an advisory fee equal to 1% of the gross proceeds of the Offering and (iii) a non-accountable administrative fee equal to 1% of the gross proceeds of the Offering and to issue warrants (the “Placement Agent Warrants”) to purchase a number of Vycor shares of Common Stock equal to 10% of Shares sold in this Offering by the Placement Agent. The Placement Agent Warrants will be exercisable until the three year anniversary of the date of the final closing of this Offering and have an exercise price equal to the exercise price of the Series A Warrants. In addition to the Placement Agent fees, the Company has agreed to reimburse the Placement Agent for it’s due diligence expenses of $10,000 and its legal fees of $33,000, all of which has been paid. The Company also paid the Placement Agent a banking fee equal to $20,000.