VYCO 10-K & 10-Q changes, risk factors and insider trading

Vycor Medical recorded revenue of $1,515,744$1,796,070 from the sale of its products for the year ended December 31, 2024,2025, an increase of $137,146$280,326 (or 10% 18%) over 2023.2024, Mostwith the majority of the increase wasbeing from growth in international markets, mainly from strong demand in Europe which accounted for by sales to US hospitals, which grew by 17%just over 2023half duethe to increased penetration and hospital usage, offset by a net decline of 9% to international markets.increase. Gross margin of 89%83% was recorded for the year ended December 31, 2024 compared to 90% in 2023. The slight decrease in gross margin is primarily due to increased validation expense in 2024 as2025 compared to 2023.89% in 2024, attributable to validation, shipping and higher manufacturing costs of new production, as well as a higher international sales mix.

Selling, General and Administrative expenses increased by $161,406$100,909 to $1,457,723 in 2025 from $1,356,814 in 2024 from $1,195,408 in 2023.2024. Included within Selling, General and Administrative Expenses are non-cash charges for stock-based compensation as the result of amortizing employee and non-employee shares and options which have been issued by the Company over various periods. The charge for 20242025 was $26,783,$48,838, an increase of $16,642$22,055 from $10,141 $26,783 in 2023,2024, due to the Companyamortization enteringof into anthe advisory agreement with Maxim Group LLC. Also included within Selling, General and Administrative Expenses Expenses are Sales Commissions, which increaseddecreased by $41,794$18,870 to $311,540 reflecting an increased level of sales in the US.$292,670.

Interest comprises expense on the Company’s debt and insurance policy financing. Related Party Interest expense for 20242025 increased $498$270 to to$50,283 from $50,013 from $49,515 for 2023.2024. Other Interest expense for 20242025 increaseddecreased by $15$266 to $53,565$53,299 from $53,550$53,565 for 2023.2024.

Operating loss from Discontinued Operations decreasedincreased by $6,362$1,987 to $2,236 in 2025 from $249 in 2024 from $6,611 in 2023 as the business is wound down. The Company has some minor ongoing costs related to the wind-down of the discontinued operations in Germany but no revenues.

Operating Activities. Cash (used in) provided by operating activities comprises net loss adjusted for non-cash items and the effect of changes in working capital and other activities.

The following table shows the principal components of cash (used in) provided by operating activities during the years ended December 31, 20242025 and 2023,2024, with a commentary of changes during the years and known or anticipated future changes:

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss of $107,200$72,426 and $69,691$107,200 for the years ended December 31, 20242025 and 2023 2024 respectively and has not generated sufficient cash flows from operations although did generate positive cash flows from operations for the years ended December 31, 2024 and 2023.operations. As at December 31, 20242025 the Company had a working capital deficiency of $3,800,824,$4,218,046, which includes related party liabilities of $3,298,728.$3,658,382. These conditions, among others, raise substantial doubt regarding our ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

As described earlier in this ITEM 1 “Strategy”, the Company is executing on a plan to achieve a reduction in cash operating losses. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”), together with accrued interest of $521,030, $569,030, which has a maturity date of SeptemberJune 30, 2025,2026, having been extended on a number of occasions from its initial due date of June 11, 2011. At this time, it is not known whether any further extension of the note beyond SeptemberJune 30, 2025 2026 will be available. However, the Company believes it may not have sufficient cash to meet its various cash needs through March 31, 2026 2027 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. Fountainhead, the Company’s largest shareholder, has provided working capital funding to the Company on an as-needed basis, although there is no guarantee that this will continue to be the case. The Company may consider seeking additional equity or debt funding, although there is no assurance that this would be available on acceptable terms or at all. If adequate funds are not available, the Company may have to delay or curtail development or commercialization of products or cease some of its operations.

Our business and operating results are not affected in any material way by inflation, althoughinflation; rising raw material and labor costs will result in an increase in the cost of sales.sales, but not to a material level.

The Company’s consolidated financial statements are prepared in accordance with GAAP in the United States. The preparation of its consolidated financial statements and related disclosures requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements. The Company bases its estimates on historical experience, known trends and events and various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

Comparison of the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

Vycor Medical recorded revenue of $440,441$401,224 from the sale of its products for the three months ended MarchJune 31,30, 2026, ana increasedecrease of $21,921,$80,564, or 5%,17%, over the same period in 2025, mostall of the increasedecrease being from growthinternational markets, which can often be lumpy with large orders sometimes falling in international markets.different quarters. Gross margin of 82% and 83% was recorded for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

NovaVision recorded revenues of $18,099$17,040 for the three months ended MarchJune 31,30, 2026, an increase of $241,$2,475, or 1%,17%, over the same period in 2025. Gross margin was 89%101% for the three months ended MarchJune 31,30, 2026, compared to 94%93% for the same period in 2025 due to highera reversal of historic over-accumulated chinrest costs.depreciation.

Research & Development expenses were $0 for the three months ended MarchJune 31,30, 2026 compared to $5,762$4,201 for the same period in 2025.

Selling, general and administrative expenses decreased by $35,333$22,332 to $315,365$322,711 for the three months ended MarchJune 31,30, 2026 from $350,698$345,043 for the same same period in 2025. Included within Selling, General and Administrative Expenses are non-cash charges for stock-based compensation as the the result of amortizing non-employee shares which have been issued by the Company. The charge for the three months ended MarchJune 31,30, 2026 was was $0, a $18,315$18,314 decrease from the charge in 2025 due to amortization of the Maxim financial advisory agreement in 2025. Also included within within Selling, General and Administrative Expenses are Sales Commissions, which decreasedincreased by $44,593$22,512 from $85,527$38,648 in 2025 to $40,934 $61,160 in 2026 as reflectinga higherresult internationalof salescommission duringwrite-offs in the 20262025 period.

The remaining Selling, General and Administrative expenses increaseddecreased by $27,575 $26,530 from $246,856$288,081 in 2025 to $274,431$261,551 in 2026, as set out in the table below. Investor relations expense relates to a investor and public awareness campaign run by the company.

Interest comprises expense on the Company’s debt and insurance policy financing. Related Party Interest expense for the three months ended endedJune March 31,30, 2026 and 2025 was $12,570.$12,570 and $12,572. Other Interest expense for the three months ended MarchJune 31,30, 2026 and 2025 was $13,264 $13,139.and $12,862.

Income (loss)Loss from Discontinued Operations:

Income (loss)Loss from Discontinued Operations in the three months ended MarchJune 31,30, 2026 was $13$(3,179) compared to $(491,826) in 2025; the Company has some minor ongoing costs related to the wind-down of the discontinued operations in Germany but no revenues.

The following table shows liquidity data as of MarchJune 31,30, 2026 and December 31, 2025:

The following table shows cash flow for the periods ended MarchJune 31,30, 2026 and 2025:

Operating Activities. Cash provided by (used in) operating activities comprises net loss adjusted for non-cash items and the effect of changes in working capital and other activities.

The following table shows the principal components of cash provided by (used in) operating activities during the threesix months ended March 31,June 30, 2026 and 2025, with a commentary of changes during the periods and known or anticipated future changes:

Investing Activities. There was $2,140$2,482 provided by investing activities during the threesix months ended MarchJune 31,30, 2026 due to sale of chin rests for $340$682 and a reduction of $1,800 due to an adjustment to molds. The Company anticipates limited investing activities during the next twelve months.

Financing Activities. During the threesix months ended MarchJune 31,30, 2026, the Company repaid loans primarily related to insurance of $14,910.$25,156. During the threesix months ended MarchJune 31,30, 2025 the Company made repayments of $17,690.$22,895.

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since its inception, althoughincluding generateda net incomeloss of $20,108$2,180 for the threesix months ended MarchJune 31,30, 2026 and has not generated sufficient positive cash flows from operations. As of MarchJune 31,30, 2026 the Company had a working capital deficiency of $4,297,001 $4,294,543 which includes related party liabilities of $3,833,138.$3,800,538. These conditions, among others, raise substantial doubt regarding our ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

AsThe described earlier in this ITEM 1 “Strategy”, the Company is executing on a plan to achieve a growthreduction in revenues.operating losses. Included within the working capital deficiency above is a term note for $300,000 to EuroAmerican Investment Corp. (“EuroAmerican”), together with accrued interest of $580,866$592,833 which has a maturity date of JuneDecember 30,31, 2026, having been extended on a number of occasions from its initial due date of June 11, 2011. At this time, it is not known whether any further extension of the note beyond JuneDecember 30,31, 2026 will be available. However, the Company believes it may not have sufficient cash to meet its various cash needs through MayAugust 31, 2027 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. Fountainhead, the Company’s largest shareholder, has provided working capital funding to the Company on an as-needed basis, although there is no guarantee that this will continue to be the case. The Company may consider seeking additional equity or debt funding, although there is no assurance that this would be available on acceptable terms or at all. If adequate funds are not available, the Company may have to delay or curtail development or commercialization of products products, or cease some of its operations.

Our senior management has reviewed the critical accounting policies and estimates with our Board of Directors. For a description of the Company’s Company’s critical accounting policies and estimates, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our most recent Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 31, 2026. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. There were no significant changes to our critical accounting policies and estimates during the three and six months ended MarchJune 31,30, 2026.