Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

NEXEON MEDSYSTEMS INC

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

65342G 104

(CUSIP Number)

Michael K. Hair, P.C.

7407 East Ironwood Court

Scottsdale, Arizona 85258

Phone: 480-443-9657

Fax: 480-443-1908

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 23, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐  Rule 13d-1(b)

☒  Rule 13d-1(c)

☐  Rule 13d-1(d)

___________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 65342G 104		13G		Page 2 of 5 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Elizabeth Rosellini
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ☐ (b)    ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.		SOLE VOTING POWER   1,310,165
		6.		SHARED VOTING POWER   0
		7.		SOLE DISPOSITIVE POWER   1,310,165
		8.		SHARED DISPOSITIVE POWER   0

 

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,310,165
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.94% (1)
12.		TYPE OF REPORTING PERSON (see instructions)   IN
(1)  Based upon 26,526,641 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2017 as filed with the SEC on August 11, 2017.

CUSIP No. 65342G 104		13G		Page 3 of 5 Pages

Explanatory Note:

 

This Amendment No. 1 to Schedule 13G (“Amendment No. 1”) is being filed to (i) update information contained in the Schedule 13G filed on September 27, 2016 and (ii) report recent transactions by Dr. Rosellini.

 

Item 1.

 

	(a)	Name of Issuer   NEXEON MEDSYSTEMS INC (the “Company”)
	(b)	Address of Issuer’s Principal Executive Offices   1910 Pacific Avenue, Suite 20000 Dallas, Texas 75201

 

Item 2.

 

	(a)	Name of Person Filing   Elizabeth Rosellini
	(b)	Address of the Principal Office or, if none, residence   1910 Pacific Avenue, Suite 20000 Dallas, Texas 75201
	(c)	Citizenship   United States
	(d)	Title of Class of Securities   Common Stock, $0.001 par value
	(e)	CUSIP Number   65342G 104

 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

CUSIP No. 65342G 104		13G		Page 4 of 5 Pages

 

	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.  Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. 

	(a)		Amount beneficially owned:     As of the filing of the Schedule 13G on September 27, 2016, Dr. Rosellini held 1,800,000 shares of Common Stock and 252,000 options to purchase shares of Common Stock of the Company. On December 31, 2016, the 252,000 options were cancelled when Dr. Rosellini resigned from her position with the Company.     On June 23, 2017, Dr. Rosellini transferred a total of 489,835 shares of Common Stock of the Company in the following private transactions: (i) gifted a total of 285,800 shares, (ii) transferred 81,035 shares to Rosellini Scientific LLC pursuant to a loan agreement in the amount of $83,035, and (iii) converted $123,000 in debt by the transfer of 123,000 shares.   As a result of such transactions, as of June 23, 2017, Dr. Rosellini holds 1,310,165 shares of Common Stock of the Company.
	(b)		Percent of class:  4.94%, based upon 26,526,641 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2017 as filed with the SEC on August 11, 2017.
	(c)		Number of shares as to which the person has:
			(i)	Sole power to vote or to direct the vote  1,310,165
			(ii)	Shared power to vote or to direct the vote  0
			(iii)	Sole power to dispose or to direct the disposition of  1,310,165
			(iv)	Shared power to dispose or to direct the disposition of  0

 

CUSIP No. 65342G 104		13G		Page 5 of 5 Pages

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     ☒.

 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.  Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.  Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.  Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:   September 30, 2017		/s/ Elizabeth Rosellini
		Elizabeth Rosellini