Amended Current Report Filing (8-k/a)
12 Décembre 2017 - 5:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 1, 2017
NEXEON
MEDSYSTEMS INC
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-55655
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81-0756622
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1910
Pacific Avenue, Suite 20000
Dallas,
Texas
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75201
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(Address
of Principal Executive Offices)
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(Zip
Code)
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844-919-9990
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
R
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.
☐
Item 2.01.
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Completion
of Acquisition or Disposition of Assets.
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On
September 5, 2017, Nexeon MedSystems Inc (“Nexeon”) filed a Current Report on Form 8-K (the “Original Report”)
reporting the completion of its acquisition of Nexeon Medsystems Belgium SPRL, a company incorporated under the laws of Belgium,
(“NMB”) on September 1, 2017, through its wholly-owned subsidiary Nexeon Medsystems Europe, SARL, a Luxembourg private
limited liability company ( “Nexeon Europe”), pursuant to the Acquisition Agreement entered into on January 10, 2017,
between Rosellini Scientific, LLC, a Texas limited liability company
controlled by our Chief
Executive Officer, William Rosellini
, (“RS”) and Nexeon Europe (the “Acquisition”). RS was the
sole shareholder of NMB owning 107,154 shares (the “Shares”).
This
Current Report on Form 8-K/A amends the Original Report to provide the historical financial statements of NMB described in Item 9.01(a)
below and the unaudited pro forma financial information described in Item 9.01(b) below.
Item 9.01
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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The
audited consolidated financial statements of NMB as of and for the years ended December 31, 2016 and December 31, 2015
and the notes related thereto, and related Report of the Independent Registered Public Accounting Firm are filed as Exhibit 99.1
to this Current Report on Form 8-K/A and are incorporated herein by reference.
The
unaudited financial statements of NMB as of June 30, 2017 and the notes related thereto are filed as Exhibit 99.2 to this
Current Report on Form 8-K/A and are incorporated herein by reference.
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(b)
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Pro
Forma Financial Information.
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The
unaudited pro forma combined financial information of Nexeon and NMB for the year ended December 31, 2016 and for
the six months ended June 30, 2017 and the notes related thereto are filed as Exhibit 99.3 to this Current Report on Form 8-K/A
and are incorporated herein by reference.
*
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Filed herewith
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(1)
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Previously with the Company’s Current Report on Form 8-K filed January 17, 2017
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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NEXEON
MEDSYSTEMS INC
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By:
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/s/
Christopher Miller
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Date:
December 12, 2017
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Christopher
Miller
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Chief
Financial Officer
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2
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