Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 3, 2010, Vycor Medical, Inc, ("Vycor" or the "Company")
filed a Current Report on Form 8-K to report the completion of its
acquisition of substantially all the assets of NovaVision, Inc.
including the shares of its subsidiary, NovaVision AG ("NovaVision").
The Company is filing this Amended Current Report on Form 8- K to
report the consolidated financial statements and unaudited pro forma
financial information required by Items 9.01(a) and 9.01(b) of Form
8-K, respectively.
Item 9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired
The unaudited consolidated financial statements of NovaVision as of
and for the nine month period ended September 30, 2010 are filed with
this Form 8-K/A as Exhibit 99.2. The audited consolidated financial
statements of NovaVision as of and for the fiscal years ended
December 31, 2008 and 2009, and the related report of Paritz &
Company, P.A. are filed with this Form 8-K/A as Exhibit 99.3.
(b)
Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information
included with this Form 8-K/A has been prepared to illustrate the pro
forma effects of the acquisition of NovaVision. The unaudited pro
forma condensed consolidated balance sheet as of September 30, 2010
and the unaudited pro forma condensed consolidated statements of
operations for the nine months ended September 30, 2010 and the
twelve months ended December 31, 2009 are filed with this Form 8-K/A
as Exhibit 99.4. The unaudited pro forma condensed consolidated
balance sheet as of September 30, 2010 gives effect to the
acquisition of NovaVision as if it had occurred as of September 30,
2010. The unaudited pro forma condensed consolidated statement of
operations for the nine months ended September 30, 2010 and the
twelve months ended December 31, 2009 give effect to the acquisition
of NovaVision as if it had occurred as of January 1, 2009. All pro
forma information in this Form 8-K/A has been prepared for
informational purposes only and is not necessarily indicative of the
past or future results of operations or financial position of
NovaVision or the Company.
(d) Exhibits
2.1 Asset Purchase Agreement, dated as of November 12, 2010, by and
between Michael R. Bakst, the Chapter 7 Bankruptcy trustee, and Vycor
Medical, Inc (incorporated by reference to the Company's Current
Report on Form 8-K filed on November 12, 2010).
23.1 Consent of Paritz & Company, P.A.
99.1 Vycor Medical, Inc. Press Release, dated November 11, 2010,
announcing the acquisition of NovaVision (incorporated by reference
to the Company's Current Report on Form 8-K as filed on November 12,
2010
99.2* Unaudited consolidated financial statements of NovaVision as of
and for the nine months ended September 30, 2010
99.3* Audited consolidated financial statements of NovaVision as of
and for the years ended December 31, 2008 and 2009, and related
report of Paritz & Company, P.A., Registered independent auditors
99.4* Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2010; Statements of Operations for the nine months
ended September 30, 2010 and the twelve months ended December 31, 2009
* filed herewith