##### Table of Contents



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 June 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.
  Delaware
    
    20-2903491(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)2300 NW Corporate Boulevard, Suite 123, Boca Raton, Florida
    
    33431(Address of principal executive office)
    
    (Zip Code)
 (561) 995-7313
 þ o
 o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ o þ
 APPLICABLE ONLY TO CORPORATE ISSUERS
  o þ




---



##### 



VICOR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q for the Period Ended June 30, 2009
  TABLE OF CONTENTS 
 PagePART I  Financial InformationItem 1. Condensed Consolidated Financial Statements:Condensed Consolidated Balance Sheets as of December 31, 2008 and June 30, 2009 (unaudited)
    
    3Condensed Consolidated Statements of Operations for the three and six months ending June
30, 2008 and 2009 and the period from August 4, 2000 (inception) through June 30, 2009
(unaudited)
    
    4Condensed Consolidated Statements of Cash Flows for the six months ending June 30, 2008 and
2009 and the period from August 4, 2000 (inception) through June 30, 2009 (unaudited)
    
    5Condensed Consolidated Statement of Changes in Net Capital Deficiency for the six Months
ended June 30, 2009 (unaudited)
    
    7Notes to Condensed Consolidated Financial Statements
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    18Item 4T. Controls and Procedures
    
    18PART II  Other InformationItem 1. Legal Proceedings
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    19Item 3. Defaults Upon Senior Securities
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    19Item 5. Other Information
    
    19Item 6. Exhibits
    
    19Signatures
    
    20Exhibit 10.1
    
    21Exhibit 31.1
    
    37Exhibit 31.2
    
    38Exhibit 32.1
    
    39EX-10.1EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Balance Sheets
As of December 31, 2008 and June 30, 2009
(Unaudited)
 ASSETS
    
    December 31, 2008
    
    
    June 30, 2009Current assets:Cash
    
    $
    182,000
    
    
    $
    209,000Prepaid expenses
    
    
    14,000
    
    
    
    57,000Total current assets
    
    
    196,000
    
    
    
    266,000Furniture and fixtures, net of accumulated depreciation of $62,000
and $64,000 at December 31, 2008 and June 30, 2009, respectively
    
    
    2,000
    
    
    
    1,000Other assetsDeposits
    
    
    12,000
    
    
    
    12,000Intellectual property, net of accumulated amortization of $186,000
and $204,000 at December 31, 2008 and June 30, 2009, respectively
    
    
    266,000
    
    
    
    248,000$
    476,000
    
    
    $
    527,000LIABILITIES AND NET CAPITAL DEFICIENCYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    1,000,000
    
    
    $
    573,000Notes payable:Colonial Bank
    
    
    300,000
    
    
    
    300,0002004 notes
    
    
    250,000
    
    
    
    250,00012% convertible promissory notes
    
    
    150,000
    
    
    
    110,00015% promissory notes
    
    
    100,000
    
    
    
    100,0008% convertible promissory notes
    
    
    
    
    
    
    111,000Other
    
    
    100,000
    
    
    
    100,000Due to related parties
    
    
    100,000
    
    
    
    100,000Accrued dividends payable
    
    
    434,000
    
    
    
    639,000Total current liabilities
    
    
    2,434,000
    
    
    
    2,283,000Derivative financial instruments payable in shares of common stock
    
    
    
    
    
    
    5,165,000Commitments and contingenciesNet 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 June 30, 2009, respectively
    
    
    
    
    
    
    Series B Voting Junior Convertible Cumulative, 4,781,295 and
5,363,351 shares issued and outstanding at December 31, 2008
and June 30, 2009, respectively
    
    
    
    
    
    
    Common stock, $.0001 par value; 100,000,000 shares authorized;
32,971,619 and 37,045,548 shares issued and outstanding at
December 31, 2008 and June 30, 2009, respectively
    
    
    3,000
    
    
    
    4,000Additional paid-in capital
    
    
    44,782,000
    
    
    
    42,926,000Stock subscribed
    
    
    577,000
    
    
    
    116,000Deficit accumulated during the development stage
    
    
    (47,320,000
    )
    
    
    (49,967,000
    )Net capital deficiency
    
    
    (1,958,000
    )
    
    
    (6,921,000
    )$
    476,000
    
    
    $
    527,000
  3




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##### Table of Contents



Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Operations
For the three and six months ended June 30, 2008 and 2009 and
From August 4, 2000 (inception) to June 30, 2009
(Unaudited)
 Three months
    
    
    Three monthsended June 30,
    
    
    ended June 30,2008
    
    
    2009Revenues
    
    $
    
    
    
    $
    Operating expenses:Research and development
    
    
    210,000
    
    
    
    271,000General and administrative
    
    
    667,000
    
    
    
    642,000Depreciation and amortization
    
    
    11,000
    
    
    
    10,000Interest
    
    
    2,559,000
    
    
    
    285,000Total operating expenses
    
    
    3,447,000
    
    
    
    1,208,000Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    (88,000
    )Net loss
    
    
    (3,447,000
    )
    
    
    (1,296,000
    )Dividends for the benefit of preferred stockholders:Series A and Series B preferred stock
    
    
    (67,000
    )
    
    
    (103,000
    )Amortization of derivative discount on Series B preferred
stock
    
    
    
    
    
    
    (93,000
    )Value of warrants issued in connection with sales of
Series B preferred stock
    
    
    (1,070,000
    )
    
    
    Total dividends for the benefit of preferred stockholders
    
    
    (1,137,000
    )
    
    
    (196,000
    )Net loss applicable to common stock
    
    $
    (4,584,000
    )
    
    $
    (1,492,000
    )Net loss per common share  basic and diluted
    
    $
    (0.16
    )
    
    $
    (0.04
    )Weighted average number of common shares outstanding
    
    
    29,429,216
    
    
    
    36,289,671
 Period fromAugust 4, 2000Six months
    
    
    Six months
    
    
    (inception)ended
    
    
    ended
    
    
    through June 30,June 30, 2008
    
    
    June 30, 2009
    
    
    2009Revenues
    
    $
    
    
    
    $
    
    
    
    $
    844,000Operating expenses:Research and development
    
    
    498,000
    
    
    
    470,000
    
    
    
    14,533,000General and administrative
    
    
    1,065,000
    
    
    
    1,222,000
    
    
    
    26,329,000Depreciation and amortization
    
    
    21,000
    
    
    
    20,000
    
    
    
    302,000Interest
    
    
    3,017,000
    
    
    
    348,000
    
    
    
    7,090,000Total operating expenses
    
    
    4,601,000
    
    
    
    2,060,000
    
    
    
    48,254,000Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    (382,000
    )
    
    
    (382,000
    )Net loss
    
    
    (4,601,000
    )
    
    
    (2,442,000
    )
    
    
    (47,792,000
    )Dividends for the benefit of preferred stockholders:Series A and Series B preferred stock
    
    
    (89,000
    )
    
    
    (204,000
    )
    
    
    (638,000
    )Amortization of derivative discount on Series B preferred
stock
    
    
    
    
    
    
    (321,000
    )
    
    
    (321,000
    )Value of warrants issued in connection with sales of
Series B preferred stock
    
    
    (1,070,000
    )
    
    
    
    
    
    
    (1,536,000
    )Total dividends for the benefit of preferred stockholders
    
    
    (1,159,000
    )
    
    
    (525,000
    )
    
    
    (2,495,000
    )Net loss applicable to common stock
    
    $
    (5,760,000
    )
    
    $
    (2,967,000
    )
    
    $
    (50,287,000
    )Net loss per common share  basic and diluted
    
    $
    (0.20
    )
    
    $
    (0.08
    )Weighted average number of common shares outstanding
    
    
    28,220,551
    
    
    
    35,649,907
  4




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##### Table of Contents



Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2008 and 2009 and
From August 4, 2000 (inception) to June 30, 2009
(Unaudited)
 Period fromSix Months
    
    
    Six Months
    
    
    August 4, 2000ended
    
    
    ended
    
    
    (Inception) toJune 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2009Cash flows from operating activities:Net loss
    
    $
    (4,601,000
    )
    
    $
    (2,442,000
    )
    
    $
    (47,792,000
    )Adjustments to reconcile net loss to net cash used in operating
activities:Depreciation and amortization
    
    
    21,000
    
    
    
    22,000
    
    
    
    304,000Noncash interest imputed on conversion of debt to equity
    
    
    2,772,000
    
    
    
    165,000
    
    
    
    5,454,000Noncash interest from deferred financing costs and debt-based
derivative liabilities
    
    
    
    
    
    
    146,000
    
    
    
    146,000Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    382,000
    
    
    
    382,000Loss from sale of assets
    
    
    
    
    
    
    
    
    
    
    48,000Securities issued for services
    
    
    
    
    
    
    13,000
    
    
    
    214,000Contributed research and development services
    
    
    
    
    
    
    
    
    
    
    95,000Merger-related costs
    
    
    
    
    
    
    
    
    
    
    523,000Shares in settlement of interest expense
    
    
    9,000
    
    
    
    19,000
    
    
    
    280,000Warrants issued for consulting
    
    
    
    
    
    
    
    
    
    
    204,000Equity-based compensation
    
    
    394,000
    
    
    
    220,000
    
    
    
    18,265,000Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    (16,000
    )Prepaid expenses and other assets
    
    
    
    
    
    
    (166,000
    )
    
    
    (262,000
    )Accounts payable and accrued
expenses
    
    
    83,000
    
    
    
    (101,000
    )
    
    
    1,657,000Net cash used in operating activities
    
    
    (1,322,000
    )
    
    
    (1,742,000
    )
    
    
    (20,498,000
    )Cash flows from investing activities:Purchase of intellectual property
    
    
    
    
    
    
    
    
    
    
    (237,000
    )Net proceeds from sale of equipment
    
    
    
    
    
    
    
    
    
    
    59,000Purchase of furniture and fixtures
    
    
    
    
    
    
    
    
    
    
    (154,000
    )Net cash used in investing activities
    
    
    
    
    
    
    
    
    
    
    (332,000
    )Cash flows from financing activities:Due to related parties
    
    
    
    
    
    
    
    
    
    
    315,000Proceeds from bank loans
    
    
    
    
    
    
    
    
    
    
    300,000Proceeds from sale of preferred stock
    
    
    1,566,000
    
    
    
    351,000
    
    
    
    2,915,000Proceeds from sale of common stock
    
    
    
    
    
    
    128,000
    
    
    
    11,268,000Repayment of notes
    
    
    (242,000
    )
    
    
    (200,000
    )
    
    
    (805,000
    )Proceeds from bridge loan
    
    
    
    
    
    
    300,000
    
    
    
    300,000Proceeds from sale of notes
    
    
    300,000
    
    
    
    1,190,000
    
    
    
    6,552,000Contributed capital
    
    
    
    
    
    
    
    
    
    
    178,000Proceeds for stock to be issued
    
    
    
    
    
    
    
    
    
    
    16,000Net cash provided by financing activities
    
    
    1,624,000
    
    
    
    1,769,000
    
    
    
    21,039,000Net increase in cash
    
    
    302,000
    
    
    
    27,000
    
    
    
    209,000Cash at beginning of period
    
    
    4,000
    
    
    
    182,000
    
    
    
    Cash at end of period
    
    $
    306,000
    
    
    $
    209,000
    
    
    $
    209,000
  5




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##### Table of Contents



Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2008 and 2009 and
From August 4, 2000 (inception) to June 30, 2009
(Unaudited)
 Period fromAugust 4, 2000Six Months ended
    
    
    Six Months ended
    
    
    (Inception) toJune 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2009Supplemental cash flow information:Issuance of previously-subscribed common stock
    
    $
    
    
    
    $
    16,000
    
    
    $
    16,000Conversion of accounts payable to note payable
    
    
    
    
    
    
    
    
    
    
    100,000Repurchase of common stock for cancellation of
subscription note receivable
    
    
    
    
    
    
    
    
    
    
    750,000Contributed research and development
    
    
    
    
    
    
    
    
    
    
    95,000Acquisition of intellectual property from related party
    
    
    
    
    
    
    
    
    
    
    200,000Beneficial conversion features for promissory notes
    
    
    
    
    
    
    
    
    
    
    912,000Warrants issued in connection with 15% promissory notes
    
    
    
    
    
    
    
    
    
    
    261,000Cash paid for interest expense
    
    
    174,000
    
    
    
    47,000
    
    
    
    919,000Accrued equity-based compensation
    
    
    100,000
    
    
    
    
    
    
    
    41,000Accrued dividends
    
    
    1,159,000
    
    
    
    204,000
    
    
    
    2,174,000Derivative discount on Series B preferred stock
    
    
    
    
    
    
    93,000
    
    
    
    93,000Interest on promissory notes paid in common stock
    
    
    
    
    
    
    
    
    
    
    520,000Promissory notes converted to common stock
    
    
    
    
    
    
    
    
    
    
    912,000Related party accrual converted to common stock
    
    
    325,000
    
    
    
    
    
    
    
    Conversion of debt to series B Preferred Stock
    
    
    1,609,000
    
    
    
    
    
    
    
    1,567,000Conversion of notes payable to common stock
    
    
    1,501,000
    
    
    
    190,000
    
    
    
    1,969,000Deferred costs paid with common stock
    
    
    
    
    
    
    193,000
    
    
    
    193,000Accrued expenses paid with preferred stock
    
    
    
    
    
    
    
    
    
    
    108,000Accrued expenses paid with common stock
    
    
    
    
    
    
    
    
    
    
    772,000Fair value of derivative financial instruments issued
in connection with Series B preferred stock
    
    
    
    
    
    
    454,000
    
    
    
    454,000
  6




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##### Table of Contents



VICOR TECHNOLOGIES, INC.
(UNAUDITED)
 Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Changes in Stockholders Equity (Net Capital Deficiency)
for the six months ended June 30, 2009
(Unaudited)
 Preferred StockCommon Stock
    
    
    Class A
    
    
    Class B
    
    
    Additional Paid-
    
    
    Stock
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    In Capital
    
    
    Subscribed
    
    
    Deficit
    
    
    TotalBalance 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
    
    
    625,710
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    143,596
    
    
    
    
    
    
    
    365,000
    
    
    
    
    
    
    
    
    
    
    
    366,000Issuance of stock for cash
    
    
    373,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    438,460
    
    
    
    
    
    
    
    478,000
    
    
    
    
    
    
    
    
    
    
    
    478,000Stock issued related to notes payable transactions
    
    
    617,590
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    459,000
    
    
    
    
    
    
    
    
    
    
    
    459,000Issuance of common stock for settlement of interest
    
    
    45,144
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    
    
    
    
    
    
    
    
    35,000Accrued dividends on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (204,000
    )
    
    
    (204,000
    )Exercise of warrants
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fair value of derivative financial instruments issued in
connection with Series B preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (472,000
    )
    
    
    
    
    
    
    
    
    
    
    (472,000
    )Issuance of stock options for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,000
    
    
    
    
    
    
    
    
    
    
    
    51,000Amortization of discounts related to derivative
financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    481,000
    
    
    
    
    
    
    
    (481,000
    )
    
    
    Stock
subscribed:Issued in payment of accrued compensation
    
    
    1,911,985
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    577,000
    
    
    
    (577,000
    )
    
    
    
    
    
    
    Other items  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    219,000
    
    
    
    116,000
    
    
    
    
    
    
    
    335,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,442,000
    )
    
    
    (2,442,000
    )Balance at June 30, 2009
    
    
    37,045,548
    
    
    $
    4,000
    
    
    
    157,592
    
    
    $
    
    
    
    
    5,363,351
    
    
    $
    
    
    
    $
    42,926,000
    
    
    $
    116,000
    
    
    $
    (49,967,000
    )
    
    $
    (6,921,000
    )
  7




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##### Table of Contents



NOTE 1  ORGANIZATION AND NATURE OF BUSINESS
 Nature of the Business
 VS
   VS VS
    8




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##### Table of Contents



Basis of Presentation
   Liquidity and Going Concern
    NOTE 2  Summary of Significant Accounting Policies
 Revenue Recognition
  9




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##### Table of Contents



Use of Estimates
  Accounting for Stock-Based Compensation
   Fair Value of Derivative Financial Instruments
   Recent Pronouncements
  NOTE 3  DEBT
 8% Convertible Promissory Notes
   Other Notes Payable
  NOTE 4  OUTSTANDING COMMON STOCK PURCHASE WARRANTS AND OPTIONS
  NOTE 5  RELATED PARTY TRANSACTIONS
  10




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##### Table of Contents



NOTE 6  COMMITMENTS AND CONTINGENCIES
  NOTE 7  SUBSEQUENT EVENTS
  NOTE 8  FAIR VALUEOF FINANCIAL INSTRUMENTS
   
    
    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.
  Recurring Fair Value Measurement Valuation Techniques
  11




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##### Table of Contents



Derivative Financial Instruments
  January 1, 2009
    
    June 30, 2009Conversion feature:Risk-free interest rate
    
    
    2.10
    %
    
    
    2.96
    %Expected volatility
    
    
    63
    %
    
    
    63
    %Expected life (in years)
    
    
    5
    
    
    
    2 - 5Expected dividend yield
    
    
    0
    %
    
    
    0
    %Warrants:Risk-free interest rate
    
    
    2.10
    %
    
    
    1.87
    %Expected volatility
    
    
    63
    %
    
    
    63
    %Expected life (in years)
    
    
    5
    
    
    
    5Expected dividend yield
    
    
    0
    %
    
    
    0
    %Fair value:Conversion feature
    
    $
    1,664,000
    
    
    $
    2,833,000Warrants
    
    $
    1,905,000
    
    
    $
    2,332,000
  Level 3 Assets and Liabilities
   Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableLiabilities
    
    
    Inputs
    
    
    InputsFair Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)LiabilitiesDerivative financial instruments
    
    $
    5,165,000
    
    
    
    
    
    
    $
    
    
    
    $
    5,165,000Total
    
    $
    5,165,000
    
    
    
    
    
    
    $
    
    
    
    $
    5,165,000
  12




---



##### Table of Contents



Unrealized Loss -Derivative FinancialInstrumentsIncluded in Earnings (1)
    
    $
    382,000Total (2)
    
    $
    382,000Purchases, Sales, Other Settlements and Issuances, Net
    
    
    Net Transfers In and/or (out) of Level 3
    
    
    June 30, 2009
    
    $
    382,000
 
 (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 June 30, 2009. 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Forward-Looking Statements
  Overview of the Business
 VS
   VS VS
 13




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##### Table of Contents



1.
    
    Progress in various clinical trials and amendments to our 510(k) submission:
 
    
    In early 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.
We plan 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. The
Company believes this analysis will be completed in the second half of 2009 and will
yield a data set sufficient to support an immediate amendment to the existing 510(k)
submission to include a claim for SCD in the second half of 2009.
    
    P2Di-VS Trauma: We are completing the analysis of 325 civilian trauma files
provided under the research and development agreement with the US Army and expect to
submit an amendment to our 510(k) submission to the FDA for trauma triage and obtain
clearance in the second half of 2009.
    
    PD2i Analyzer  Diabetic Autonomic Neuropathy: We will be commencing a clinical
trial at to establish the PD2i Analyzers ability to diagnose diabetic autonomic
neuropathy. The trial has a primary objective of evaluating the sensitivity and
specificity of the PD2i Analyzer in assessing the presence of diabetic autonomic
neuropathy Upon completion of the trial, we will prepare and file an amendment to our
existing 510(k) submission with the FDA.
 2.
    
    Raising additional capital with which to fund ongoing operations and successfully
commencing revenue-generating activities.3.
    
    Securing CE Mark clearance in Europe for the PD2i Cardiac Analyzer and PD2i-VS.4.
    
    Maintaining the Companys selling, general and administrative expenses at approximately
$200,000 to $250,000 per month.5.
    
    Commence the generation of revenues.
  Critical Accounting Estimates
  Research and Development Costs
  Intellectual Property
  14




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##### Table of Contents



Revenue Recognition
  Accounting for Stock-Based Compensation
  Accounting for Derivative Financial Instruments
  Fair Value of Financial Instruments
   Results of Operations
  15




---



##### Table of Contents



Three months ended June 30, 2008June 30, 2008
    
    
    June 30, 2009Revenues
    
    $
    
    
    
    
    0.0
    %
    
    $
    
    
    
    
    0.0
    %Operating expenses:Research and development
    
    
    210,000
    
    
    
    6.1
    %
    
    
    271,000
    
    
    
    22.4
    %General and administrative expenses
    
    
    667,000
    
    
    
    19.4
    %
    
    
    642,000
    
    
    
    53.1
    %Depreciation and amortization
    
    
    11,000
    
    
    
    0.3
    %
    
    
    10,000
    
    
    
    0.9
    %Interest expense
    
    
    2,559,000
    
    
    
    74.2
    %
    
    
    285,000
    
    
    
    23.6
    %Total operating expenses
    
    
    3,447,000
    
    
    
    100.0
    %
    
    
    1,208,000
    
    
    
    100.0
    %Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    0.0
    %
    
    
    (88,000
    )
    
    
    -6.8
    %Net loss
    
    
    (3,447,000
    )
    
    
    -100.0
    %
    
    
    (1,296,000
    )
    
    
    -106.8
    %Dividends for the benefit of preferred stockholders:Dividend for the benefit of preferred stockholder
    
    
    (67,000
    )
    
    
    -1.9
    %
    
    
    (103,000
    )
    
    
    -8.5
    %Amortization of derivative discount on Series B preferred stock
    
    
    
    
    
    
    0.0
    %
    
    
    (93,000
    )
    
    
    -7.7
    %Value of warrants issued in connection with sales ofSeries B preferred stock
    
    
    (1,070,000
    )
    
    
    -31.0
    %
    
    
    
    
    
    
    0.0
    %Total dividends for the benefit of preferred stock
    
    
    (1,137,000
    )
    
    
    -32.9
    %
    
    
    (196,000
    )
    
    
    -16.2
    %Net loss applicable to common stock
    
    $
    (4,584,000
    )
    
    
    -132.9
    %
    
    $
    (1,492,000
    )
    
    
    -123.0
    %Six months ended
    
    
    Six months endedJune 30, 2008
    
    
    June 30, 2009Revenues
    
    $
    
    
    
    
    0.0
    %
    
    $
    
    
    
    
    0.0
    %Operating expenses:Research and development
    
    
    498,000
    
    
    
    10.8
    %
    
    
    470,000
    
    
    
    22.8
    %General and administrative expenses
    
    
    1,065,000
    
    
    
    23.1
    %
    
    
    1,222,000
    
    
    
    59.3
    %Depreciation and amortization
    
    
    21,000
    
    
    
    0.5
    %
    
    
    20,000
    
    
    
    1.0
    %Interest expense
    
    
    3,017,000
    
    
    
    65.6
    %
    
    
    348,000
    
    
    
    16.9
    %Total operating expenses
    
    
    4,601,000
    
    
    
    100.0
    %
    
    
    2,060,000
    
    
    
    100.0
    %Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    0.0
    %
    
    
    (382,000
    )
    
    
    -18.5
    %Net loss
    
    
    (4,601,000
    )
    
    
    -100.0
    %
    
    
    (2,442,000
    )
    
    
    -118.5
    %Dividends for the benefit of preferred stockholders:Series A and Series B preferred stock
    
    
    (89,000
    )
    
    
    1.9
    %
    
    
    (204,000
    )
    
    
    -9.9
    %Derivative discount on Series B preferred stock
    
    
    
    
    
    
    0.0
    %
    
    
    (321,000
    )
    
    
    -15.6
    %Value of warrants issued in connection with sales of
Series B preferred stock
    
    
    (1,070,000
    )
    
    
    23.3
    %
    
    
    
    
    
    
    0.0
    %Total dividends for the benefit of preferred stockholders
    
    
    (1,159,000
    )
    
    
    25.2
    %
    
    
    (525,000
    )
    
    
    -25.5
    %Net loss applicable to common stock
    
    $
    (5,760,000
    )
    
    
    -125.2
    %
    
    $
    (2,967,000
    )
    
    
    -144.0
    %
 16




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##### Table of Contents



Three months ended June 30, 2009 compared to the three months ended June 30, 2008
 Research and Development
  Selling, General and Administrative Expenses
  Interest Expense
  Six months ended June 30, 2009 compared to the six months ended June 30, 2008
 Research and Development
  Selling, General and Administrative Expenses
  Interest Expense
  Liquidity and Capital Resources
    17




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##### Table of Contents



Going Concern
  Off-Balance Sheet Arrangements
  
    
    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.
  
 Item 4T. Controls and Procedures.
     
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  18




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
    
    Issued 23,005 shares of common stock to an employee and a consultant for compensation of
$16,625.
    
    Issued 1,092 shares of common stock to David Fater as compensation for providing standby
collateral in connection with the Colonial Bank loans.
    
    Issued 22,500 shares of common stock to noteholders for settlement of interest expense
of $19,125.
  
    
    Issued 1,092 shares of common stock to David Fater as compensation for providing standby
collateral in connection with the Colonial Bank loans.
    
    Issued 7,500 shares of common stock related to the exercise of a warrant.
    
    Issued 247,357 shares of common to an employee, Directors and consultants as
compensation of $190,287.
    
    Issued 200,000 shares of common stock to a noteholder for conversion of a $100,000 note
payable.
 
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
   Shares Voted
    
    Shares voted
    
    SharesFOR
    
    AGAINST
    
    ABSTAININGJerry M. Anchin
    
    
    25,474,787
    
    
    
    160,000
    
    
    NoneFrederick M. Hudson
    
    
    25,593,787
    
    
    
    41,000
    
    
    None
  Shares Voted
    
    Shares Voted
    
    SharesFOR
    
    AGAINST
    
    ABSTAINING25,570,735
    
    
    None
    
    
    64,052
 
 Item 5. Other Information.
  
 Item 6. Exhibits
 Exhibit No.
    
    Description10.1
    
    Form of 8% Convertible Note*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 19




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##### Table of Contents



SIGNATURES
  Dated: August 19, 2009
    Vicor Technologies, Inc.By:
    /s/ David H. FaterDavid H. FaterChief Executive Officer, President and
Chief Financial OfficerBy:
    /s/ Thomas J. BohannonName:
    Thomas J. BohannonTitle:
    Chief Accounting Officer 20