SEC Form 4 · accession 0001076542-17-000101
NEXEON MEDSYSTEMS INC · NXNN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Neitzel
Director
Period of report
Jun 23, 2017
Accepted (ET)
Oct 10, 2017 · 4:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001416172
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF3,F4,F1 | Jun 23, 2017 | C | 85,000 | — | A | 585,000 | I | See Footnote |
| COMMON STOCK | Jun 23, 2017 | G | 30,000 | $0.00 | A | 30,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WARRANTSF3,F4,F1 | $2.00 | Jun 23, 2017 | J | 500,000 | D | Oct 6, 2016 | Oct 6, 2019 | COMMON STOCK | 85,000 | 0 | I |
| OPTIONSF2 | $1.00 | holding | — | — | — | Apr 1, 2017 | Apr 1, 2021 | COMMON STOCK | 12,500 | 12,500 | D |
Explanation of responses
- F1Mr Neitzel beneficially owns the securities of the Company held by Yorkville MGB Investments, LLC. as Mr. Neitzel is the Managing Partner of Yorkville MGB Investments, LLC and in such capacity has the voting and dispositive power over the securities held by such entity.
- F2Pursuant to the Director Services Agreement dated January 1, 2017, entered into between Mr. Neitzel and the Company, at the end of each 3-month period that he serves as a Director of the Company, the Company will grant to Mr. Neitzel an option (each "an Option") to purchase 12,500 shares of the Company's restricted Common Stock, at a price equal to $1.00 per share or in the alternative the price per share (the "Strike Price") of the Company's then current 409a valuation. Once established the Strike Price shall remain effective for any and all Options granted as a result of being a Director until there is a change in any future 409a valuation. Such 409a valuations shall not be retroactive for options previously granted. The term of each Option shall be for a period of four (4) years from the date of issue.
- F3On 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.
- F4Pursuant to the terms of the Warrant Conversion Offer, on June 23, 2017, of the 500,000 warrants held by Yorkville MGB Investments, LLC, 85,000 warrants were converted into 85,000 shares of common stock and 415,000 warrants were cancelled.