Filing Details

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Michael Rosellini

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)    ☐

(b)    ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

1,723,890 (1)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

1,723,890 (1)

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,723,890 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions)    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.5% (2)

TYPE OF REPORTING PERSON (see instructions)

IN

(1) Includes 200,000 shares of Common Stock issuable upon the exercise of outstanding warrants. See Item 4(a)(2), below.

(2) 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.

Name of Issuer

NEXEON MEDSYSTEMS INC (the “Company”)

Address of Issuer’s Principal Executive Offices

1910 Pacific Avenue, Suite 20000

Dallas, Texas 75201

Name of Person Filing

Michael Rosellini

Address of the Principal Office or, if none, residence

1910 Pacific Avenue, Suite 20000

Dallas, Texas 75201

Citizenship

United States

Title of Class of Securities

Common Stock, $0.001 par value

CUSIP Number

65342G 104

Amount beneficially owned: Dr. Rosellini currently beneficially owns 1,723,890 shares of Common Stock based on the following:

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:

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.

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.

On August 24, 2017, the Company entered into a Securities Purchase Agreement (“SPA”) and Senior Secured Convertible Promissory Note (the “Note”) with Leonite Capital LLC (“LC”). As a condition to making the loan pursuant to the SPA and accepting the Note, LC required Dr. Rosellini (“Guarantor”), to execute a Personal Guaranty (the “Guaranty”) in favor of LC (i) with an absolute and unconditional guarantee to LC and its successors and assigns the payment of the entire principal balance of the loan, all accrued interest thereon and all costs and expenses incurred by LC, including without limitation, the costs and expenses of LC's outside counsel, in connection with the enforcement of the Company's obligations under the Note (the “Obligations”), as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise and (ii) the irrevocable and unconditional covenant and agreement that Guarantor is liable for the Obligations as a primary obligor and that he shall fully perform each and every term and provision of the Guaranty.

In connection with the issuance of the Personal Guaranty by Dr. Rosellini in the amount of $1,120,000 in conjunction with the Note, the Company granted to Dr. Rosellini a two-year warrant for the purchase of 200,000 shares of the Company’s Common Stock, at an exercise price of $1.50 per share (the “RMR Warrant”). The exercise price of the RMR Warrant may be adjusted from time to time pursuant to the terms and conditions of the RMR Warrant. The RMR Warrant may be exercised commencing on the date of issuance and ending at 5:00 p.m. EST on the two year anniversary date of the RMR Warrant, as applicable (the “RMR Exercise Period”). Subject to the terms and conditions of the RMR Warrant, the rights represented by the RMR Warrant may be exercised in whole or in part at any time or times during the RMR Exercise Period. The RMR Warrant is subject to the certain Cashless Exercise, Exercise Limitations and Adjustments as set forth in the RMR Warrant.