Securities Registration Statement (s-1/a)
December 13 2018 - 6:04AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 12, 2018
Registration
No. 333-224715
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1/A
(AMENDMENT
NO. 8)
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
NEXEON
MEDSYSTEMS INC
(Exact
name of registrant as specified in its charter)
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Nevada
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3845
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81-0756622
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(State
or other jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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incorporation
or organization)
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Classification
Code Number)
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Identification
Number)
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1910
Pacific Avenue
Suite
20000
Dallas,
Texas 75201
Telephone:
(844) 919-9990
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
William
Rosellini
Chief
Executive Officer
Nexeon
MedSystems Inc
1910
Pacific Avenue
Suite
20000
Dallas,
Texas 75201
Telephone:
(844) 919-9990
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
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Gregory
Sichenzia Esq.
Tara
Guarneri-Ferrara, Esq.
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Jeffrey
J. Fessler, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
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Sichenzia Ross
Ference LLP
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30 Rockefeller
Plaza, 39th Floor
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1185 Avenue of
the Americas, 37th Floor
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New York, New
York 10112
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New York, New
York 10036
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(212) 653-8700
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(212) 930-9700
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Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after this Registration Statement is declared effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting
company ☒
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Emerging growth
company ☒
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 8 to the Registration Statement on Form S-1 (File No. 333-224715) of Nexeon Medsystems Inc is being filed solely
to file Exhibit 1.01, Exhibit 4.03 and Exhibit 4.04. Accordingly this Amendment No. 8 consists solely of the facing page, this
explanatory note, Item 16 of Part II, the signature page, and the exhibits filed herewith. This filing does not modify any provision
of the Registration Statement except as specifically noted herein.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules.
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Exhibit
Number
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Description
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1.01*
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Form of Underwriting Agreement
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3.01
(1)
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Articles
of Incorporation as filed with the Nevada Secretary of State on December 7, 2015 (filed as Exhibit 3.01)
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3.02
(1)
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Certificate
of Amendment to the Articles of Incorporation filed with the Nevada Secretary of State on February 22, 2016 (filed as Exhibit
3.02)
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3.03
(1)
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Articles
of Merger filed with the Nevada Secretary of State on February 17, 2016 (filed as Exhibit 3.03)
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3.04
(1)
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Certificate
of Merger filed with the Delaware Secretary of State on February 25, 2016 (filed as Exhibit 3.04)
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3.05
(1)
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By-laws
(filed as Exhibit 3.05)
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3.06**
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Certificate
of Amendment to the Articles of Incorporation filed with the Nevada Secretary of State on June 25, 2018
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4.01
(2)
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2016
Omnibus Incentive Plan (filed as Exhibit 4.01)
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4.02
(1)
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2016
Omnibus Incentive Plan - Form of Stock Option Award Agreement (filed as Exhibit 4.02)
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4.03*
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Form of Warrant Agency Agreement by and between the Company and Equity Stock Transfer
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4.04*
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Form of Unit Certificate
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5.01**
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Opinion
of Sichenzia Ross Ference LLP, as to the legality of securities being registered
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10.01
(3)
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Agreement
and Plan of Merger dated February 8, 2016, between Nexeon MedSystems, Inc., a Delaware corporation, and Nexeon MedSystems
Inc, a Nevada corporation (filed as Exhibit 10.01)
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10.02
(1)
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Form
of Director Indemnification Agreement (filed as Exhibit 10.07)
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10.03
(1)
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Contribution
Agreement by and between Nexeon MedSystems Inc, Rosellini Scientific LLC, and Belltower Associates LLC, dated January 2, 2016
(filed as Exhibit 10.02)
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10.04
(1)
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Contribution
Agreement by and between Nexeon MedSystems Inc and Elizabeth Rosellini, dated January 2, 2016 (filed as Exhibit 10.03)
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10.05
(4)
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Patent
License Asset Purchase Agreement by and between Nexeon MedSystems Inc and William M. Rosellini, dated December 15, 2016 (filed
as Exhibit 10.1)
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10.06
(5)
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Employment
Agreement by and between Nexeon MedSystems Inc and Brian Blischak, dated December 20, 2016 (filed as Exhibit 10.1)
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10.07
(5)
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Executive
Employment Contract by and between Nexeon MedSystems Inc and Christopher R. Miller, dated December 1, 2016 (filed as Exhibit
10.2)
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10.08
(6)
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Acquisition
Agreement by and between Rosellini Scientific, LLC and Nexeon MedSystems Europe, SARL, dated January 10, 2017 (filed as Exhibit
10.1)
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10.09
(6)
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Loan
Agreement by and between Nexeon MedSystems Europe, SARL and Nexeon MedSystems Belgium, SARL, dated January 10,
2017 (filed as Exhibit 10.2)
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10.10
(6)
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Promissory
Note dated January 10, 2017 (filed as Exhibit 10.3)
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10.11
(6)
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Security
Agreement by and between Nexeon MedSystems Europe, SARL and Nexeon MedSystems Belgium, SARL, dated January 10,
2017 (filed as Exhibit 10.4)
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10.12
(7)
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Stock
Exchange Agreement by and between Nexeon MedSystems Inc and Rosellini Scientific LLC, dated January 6, 2017 (filed as Exhibit
10.1)
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10.13
(8)
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Executive
Employment Contract by and between Nexeon MedSystems Inc and Emily Hamilton, dated January 1, 2017 (filed as Exhibit 10.1)
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10.14
(8)
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Director
Services Agreement by and between Nexeon MedSystems Inc and Kent J. George, dated January 1, 2017 (filed as Exhibit 10.2)
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10.15
(8)
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Director
Services Agreement by and between Nexeon MedSystems Inc and Michael Neitzel, dated January 1, 2017 (filed as Exhibit 10.3)
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10.16
(9)
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Offer
of Employment between the Company and Daniel Powell, dated May 24, 2017 (filed as Exhibit 10.1)
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10.17
(9)
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Confidentiality
Agreement between the Company and Daniel Powell, dated May 24, 2017 (filed as Exhibit 10.2)
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10.18
(9)
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Option
Agreement between the Company and Daniel Powell, dated June 26, 2017 (filed as Exhibit 10.3)
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10.19
(10)
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Securities
Purchase Agreement between the Company and Leonite Capital LLC, dated August 21, 2017 (filed as Exhibit 10.1)
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10.20
(10)
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Senior
Secured Convertible Promissory Note between the Company and Leonite Capital LLC, dated August 21, 2017 (filed as Exhibit 10.2)
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10.21
(10)
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Two-Year
Warrant issued to Leonite Capital LLC, dated August 24, 2017 (filed as Exhibit 10.3)
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10.22
(10)
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Five-Year
Warrant issued to Leonite Capital LLC, dated August 24, 2017 (filed as Exhibit 10.4)
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10.23
(10)
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Security
and Pledge Agreement between the Company, Nexeon MedSystems Puerto Rico Operating Company Corporation, Pulsus Medical LLC,
Rosellini Scientific LLC, and Leonite Capital LLC, dated August 21, 2017 (filed as Exhibit 10.5)
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10.24
(10)
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Share
Pledge Agreement between Nexeon MedSystems Belgium SPRL and Leonite Capital LLC, dated August 18, 2017 (filed as Exhibit 10.6)
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10.25
(10)
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Personal
Guaranty of Randy Michael Rosellini, dated August 18, 2017 (filed as Exhibit 10.7)
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10.26
(10)
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Warrant
issued to Randy M. Rosellini, dated August 24, 2017 (filed as Exhibit 10.8)
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10.27
(10)
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Deed
of Trust from Roseland Limited Partnership to Leonite Capital LLC, dated August 21, 2017 (filed as Exhibit 10.9)
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10.28
(11)
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Stock
Purchase Agreement between Henri Decloux and Paul Macors and Nexeon Medsystems Belgium, SPRL, dated April 7, 2017
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10.29
(11)
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Form
Services Agreement between Medi-Line, S.A. and H.D. Resources, S.P.R.L., dated April 7, 2017
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10.30
(11)
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CBC
Banque and Medi-Line Credit Contract - 729-1405073-45 1.27% Secured, 0.72% Secured Loans, dated July 12, 2017
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10.31
(11)
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CBC
Banque and Nexeon MedSystems Belgium, SPRL Credit Contract - C13-66835555-84 1.27% Secured Loan, dated July 7, 2017
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10.32
(11)
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KBC
Commercial Finance Invoice Discounting Agreement, dated September 29, 2017
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10.33
(11)
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CBC
Banque and Medi-Line Business Credit Line Credit Contract – 729-3094852-84, dated February 2, 2017
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10.34
(11)
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Debt
Repayment Agreement between Rosellini Scientific, LLC and Nexeon MedSystems Belgium, SPRL, dated December 29, 2017
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10.35
(11)
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Share
Loan Agreement between Michael Rosellini and Nexeon MedSystems Inc, dated December 29, 2017
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10.36
(11)
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Waiver
of Debt Agreement between Nexeon MedSystems Belgium, SPRL and Nuviant Medical, GmbH, dated May 29, 2017
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10.37
(12)
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First
Amendment to Senior Secured Convertible Promissory Note, dated November 20, 2018, between Nexeon MedSystems Inc. and Leonite
Capital, LLC
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10.38
(13)
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Employment
Agreement, dated December 7, 2018, between the Company and William Rosellini
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21.1
(11)
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Subsidiaries
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23.1**
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Consent
of Paritz & Company, P.A.
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23.2**
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Consent
of Sichenzia Ross Ference LLP (included in Exhibit 5.01)
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24.1
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Power of Attorney (set forth on the signature page of the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 7, 2018)
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101.INS**
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XBRL
Instance Document
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101.SCH**
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XBRL
Extension Schema Document
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101.CAL**
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XBRL
Extension Calculation Linkbase Document
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101.DEF**
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XBRL
Extension Definition Linkbase Document
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101.LAB**
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XBRL
Extension Labels Linkbase Document
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101.PRE**
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XBRL
Extension Presentation Linkbase Document
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*
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Filed
herewith.
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**
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Previously filed.
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(1)
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Incorporated by
reference to the Company’s Form 10 filed with the Securities and Exchange Commission on July 6, 2016.
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(2)
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Incorporated by
reference to the Company’s Amendment No. 1 to the Form 10 filed with the Securities and Exchange Commission on August
16, 2016.
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(3)
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Incorporated by
reference to the Company’s Amendment No. 2 to the Form 10 filed with the Securities and Exchange Commission on September
9, 2016.
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(4)
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Incorporated by
reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December
20, 2016.
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(5)
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Incorporated by
reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December
29, 2016.
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(6)
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Incorporated by
reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17,
2017.
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(7)
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Incorporated by
reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19,
2017.
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(8)
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Incorporated by
reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February
28, 2017.
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(9)
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Incorporated by
reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28,
2017.
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(10)
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Incorporated by
reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 25,
2017.
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(11)
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Incorporated by
reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 5,
2018.
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(12)
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Incorporated by
reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20,
2018.
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(13)
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Incorporated by
reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December
7, 2018.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on December 12, 2018.
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NEXEON MEDSYSTEMS INC
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By:
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/s/
William Rosellini
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William Rosellini
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Chief
Executive Officer
(Principal
Executive Officer)
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By:
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/s/
Christopher R. Miller
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Christopher R. Miller
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the date indicated.
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Name
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Title
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Date
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/s/
William Rosellini
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Chief Executive
Officer, Director
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December 12, 2018
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William Rosellini
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(Principal Executive
Officer)
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/s/
*
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Chief
Financial Officer
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December
12, 2018
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Christopher R. Miller
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(Principal Financial
and Accounting Officer)
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/s/
*
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Director
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December 12, 2018
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Kent J. George
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/s/
*
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Director
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December 12, 2018
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Michael Neitzel
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/s/
*
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Director
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December 12, 2018
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R. Wesley Dittmer
II
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*By
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/s/
William Rosellini
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William Rosellini
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Attorney-in-fact
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