Filing Details
- Accession Number:
- 0001076542-17-000093
- Form Type:
- 13G Filing
- Publication Date:
- 2017-10-06 13:41:20
- Filed By:
- Rosellini Michael
- Company:
- Nexeon Medsystems Inc
- Filing Date:
- 2017-10-06
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Michael Rosellini | 1,523,890 | 0 | 1,523,890 | 0 | 1,523,890 | 5.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 6 Pages | ||
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael 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
1,523,890 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
1,523,890 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,523,890 | |||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8% (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 6 Pages | ||
Explanatory Note:
This Amendment No. 2 to Schedule 13G (“Amendment No. 2”) is being filed to report recent transactions by Dr. Michael Rosellini as described in Item 4(a)(1) of this Amendment No. 2.
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
Michael 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 6 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: Dr. Rosellini currently beneficially owns 1,523,890 shares of Common Stock based on the following: | ||||||
| (1) | On March 21, 2017, the Company offered to current warrant holders who participated in the 2016 Private Placement which closed on December 2, 2016, the opportunity to convert their warrants into common stock of the Company on the following terms ("Warrant Conversion Offer"). The offer terms included the exercise of seventeen (17) warrants for seventeen (17) shares of the Company’s common stock at an exercise price of $0.01 per share for every one hundred (100) warrants owned. The remaining eighty-three (83) warrants per hundred warrants owned would be cancelled. The offer was on an all-or-nothing basis to convert all warrants held by each warrant holder. Dr. Rosellini converted the following warrants: | ||||||
| (i) | As of December 2, 2016, 717,000 shares of Common Stock and 617,000 warrants to purchase 617,000 shares of Common Stock at a strike price of $2.00 per share with a term of 36 months were held by Dr. Rosellini individually. Of such holdings, 617,000 shares of Common Stock and the 617,000 warrants were purchased from the Company pursuant to the 2016 Private Placement which closed on December 2, 2016. The remaining 100,000 shares were purchased in January 2016 pursuant to a private transaction. Pursuant to the terms of the Warrant Conversion Offer, on June 23, 2017, Dr. Rosellini converted 104,890 warrants into 104,890 shares of common stock, with 512,110 warrants being cancelled. | ||||||
| (ii) | As of December 2, 2016, 600,000 shares of Common Stock and 600,000 warrants to purchase 600,000 shares of Common Stock at a strike price of $2.00 per share with a term of 36 months were held by the Michael Rosellini ROTH IRA. Dr. Rosellini has the sole power to vote and dispose of the shares held by the Michael Rosellini ROTH IRA. The shares of Common Stock and the warrants were purchased from the Company pursuant to the 2016 Private Placement which closed on December 2, 2016. Pursuant to the terms of the Warrant Conversion Offer, on June 23, 2017, Dr. Rosellini converted 102,000 warrants held by the Michael Rosellini ROTH IRA into 102,000 shares of common stock, with 498,000 warrants being cancelled. | ||||||
| CUSIP No. 65342G 104 | 13G | Page 5 of 6 Pages | ||
| (iii) | In addition, as of December 2, 2016, 50,000 shares of Common Stock and 50,000 warrants to purchase 50,000 shares of Common Stock at a strike price of $2.00 per share with a term of 36 months were held by Nrose LLC, which is owned by Dr. Rosellini’s wife. Dr. Rosellini’s wife has the sole power to vote and dispose of the shares/warrants held by the Nrose, LLC. The shares of Common Stock and the warrants were purchased from the Company pursuant to the Company’s 2016 Private Placement which closed on December 2, 2016. Pursuant to the terms of the Warrant Conversion Offer, on June 23, 2017, Nrose LLC converted 8,500 warrants into 8,500 shares of common stock, with 41,500 warrants being cancelled. Dr. Rosellini disclaims beneficial ownership of such securities. |
| (b) | Percent of class: 5.8%, 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 1,523,890 | |||
| (ii) | Shared power to vote or to direct the vote 0 | |||
| (iii) | Sole power to dispose or to direct the disposition of 1,523,890 | |||
| (iv) | Shared power to dispose or to direct the disposition of 0 | |||
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.
| CUSIP No. 65342G 104 | 13G | Page 6 of 6 Pages | ||
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: October 6, 2017 | /s/ Michael Rosellini | |
| Michael Rosellini | ||