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CUSIP
No. 65342G 104
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13D
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Page
2 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosellini
Scientific, LLC; EIN 20-3469152
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Rosellini
Scientific, LLC - State of Texas, United States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
0
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8.
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SHARED
VOTING POWER
12,543,807
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9.
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SOLE
DISPOSITIVE POWER
0
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10.
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SHARED
DISPOSITIVE POWER
12,543,807
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,543,807
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.3% (1)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
Rosellini
Scientific, LLC - CO
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(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.
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CUSIP
No. 65342G 104
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13D
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Page
3 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William
Rosellini
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
William
Rosellini - United States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
2,419,000
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8.
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SHARED
VOTING POWER
12,543,807
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9.
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SOLE
DISPOSITIVE POWER
2,419,000
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10.
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SHARED
DISPOSITIVE POWER
12,543,807
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,962,807
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.4% (1)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
William
Rosellini - IN
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(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.
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CUSIP
No. 65342G 104
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13D
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Page
4 of 9 Pages
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Explanatory
Note:
This
Amendment No. 4 to Schedule 13D (“Amendment No. 4”) is being filed to report recent transactions by William Rosellini
and Rosellini Scientific LLC and is being jointly filed by William Rosellini and Rosellini Scientific LLC (each a “Reporting
Person” and collectively, the “Reporting Persons”) pursuant to Rule 13d-1(k) promulgated by the Securities and
Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Act”).
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each
of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 7. Accordingly,
the Reporting Persons are hereby filing a joint Schedule 13D
Except
as may be otherwise indicated in any future filings with the SEC by either of the Reporting Persons, each Reporting Person intends
to continue to fulfill such Reporting Person’s obligations under Section 13(d) of the Act by filing amendments to this joint
Schedule 13D.
Information
with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility
for the accuracy or completeness of the information concerning the other Reporting Person, except as otherwise provided by Rule
13d-1(k) promulgated under the Act.
Item
1. Security and Issuer.
This
Schedule 13D relates to the common stock, $0.001 par value (the “Common Stock”), of Nexeon MedSystems Inc, a Nevada
corporation
(the “Company” or the “Issuer”). The address of the principal
executive office of the Issuer is
1910 Pacific Avenue, Suite 20000, Dallas, Texas 75201
.
The Company was formed on December 7, 2015.
On February 16, 2016, the Company merged with Nexeon MedSystems, Inc. (“NXDE”),
a Delaware corporation. The Company, a Nevada corporation, was the surviving entity.
Item
2. Identity and Background.
Rosellini
Scientific, LLC, a Texas limited liability company, hereinafter referred to as “RS,” is wholly-owned by Mr. Rosellini
and functions as the personal holding of Mr. Rosellini. Mr. Rosellini is the Chief Executive Officer and a Director of the Company.
Mr. Rosellini is the sole member and manager of RS. Mr. Rosellini has the power to vote and dispose of the shares held by RS.
Mr. Rosellini is a citizen of the United States.
The address of the principal offices of
RS and Mr. Rosellini is 1910 Pacific Avenue, Suite 20000, Dallas, Texas 75201
RS
acquires interests in other companies in exchange for RS assets. RS will not acquire any such interests in the future that are
not first offered to the Company and voted on by the Company’s Board of Directors with Mr. Rosellini abstaining. In addition,
RS is the source of Federal and State Grants all of which benefit and provide funding to the Company.
During
the last five years, neither RS nor Mr. Rosellini (i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
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CUSIP
No. 65342G 104
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13D
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Page
5 of 9 Pages
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Item
3. Source or Amount of Funds or Other Consideration
Contribution
Agreement
On
January 2, 2016, the Company entered into a Contribution Agreement with RS and its wholly-owned subsidiary Belltower Associates,
LLC (collectively referred to as “RS”). Under this agreement, the Company issued 13,200,000 shares of its common stock
in return for, among other consideration:
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i.
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RS’s
agreement to an assignment (subject to regulatory transfer approval) to the Company of Phase II, should it be granted, of
the Federal NIH/SBIR awarded Grant #1R44HL129870-01;
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ii.
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1,675,000
shares of common stock of Nuviant Medical, Inc., a Nevada corporation (“Nuviant”);
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iii.
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167
shares of common stock of MicroTransponder Inc., a Delaware corporation; and
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iv.
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175
shares of common stock of Telemend Medical, Inc., a Delaware corporation. (Telemend Medical Inc. changed its name to Emeritus
Clinical Solutions, Inc. in August 2016.)
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The
total shares beneficially owned by RS, as disclosed herein, is less than the total that has been issued to RS because RS has subsequently
divested itself of a number of these shares through certain transactions. The total number of shares beneficially owned by RS
as of September 5, 2016 was 12,741,307.
Pursuant
to a Contribution Agreement, any compensation paid by the Company for Mr. Rosellini’s services will be made directly to
RS.
Rosellini
Scientific Debt Conversion Agreements
On
September 15, 2016, pursuant to debt conversion agreements, RS converted (i) a $150,000 loan into 158,500 shares of the Company’s
common stock and (ii) $18,000 of debt for services provided to RS into 39,000 shares of the Company’s common stock. Subsequent
to such transactions, the total number of shares of the Company’s common stock owned by RS as of September 15, 2016 was
12,543,807.
William
Rosellini Patent Agreements
Patent
License Agreement
On
September 29, 2016, William Rosellini (“Licensee”), entered into a patent license agreement (the “License Agreement”)
with Magnus IP GmbH, incorporated and existing under the laws of Germany (“Magnus” or “Licensor”). Pursuant
to the terms of the License Agreement, Magnus granted to Mr. Rosellini, and his “Affiliates” (an entity that Mr. Rosellini
has ownership, directly or indirectly, of 50% or more of the voting equity of such entity), a non-exclusive, non-transferable,
non-assignable without the right to sublicense worldwide license under the Licensed Patents (described below), to make, have made,
use, import, export, distribute, sell, offer for sale, develop and advertise Licensed Products (described below), hereinafter
referred to as the “Siemens Patents.” “Licensed Patents” means (i) the Patents listed on the Exhibit A
to the License Agreement filed as part of Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the SEC on December
20, 2016; (ii) all divisions, continuations, continuations-in-part, reissues and reexaminations or extensions of the Patents listed
in (i) (whether U.S. or foreign); and (iii) no others. Licensed Patents does not include any patents owned or controlled by any
Affiliate of Licensor.
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CUSIP
No. 65342G 104
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13D
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Page
6 of 9 Pages
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“Licensed
Products” means any medical device, system, or method designed, developed, marketed, and sold by Licensee that, in the absence
of the License Agreement, would infringe at least one claim of the Licensed Patents.
Patent
License Asset Purchase Agreement
On
December 15, 2016, pursuant to the terms of the License Agreement, Mr. Rosellini sold, assigned and transferred any and all of
his right, title and interest in and to the License owned by him related to the Siemens Patents to the Company pursuant to the
Patent License Asset Purchase Agreement (the “Purchase Agreement”) filed as Exhibit 10.1 to the Company’s Form
8-K Current Report filed with the SEC on December 20, 2016. A copy of the License Agreement is attached to the Purchase Agreement
as Exhibit A. As consideration for the transfer of the Siemens Patents and the License related thereto, the Company paid to Mr.
Rosellini the sum of $140,000 in cash and authorized the issuance of 3,050,000 shares of the Company’s restricted Common
Stock.
Subsequent
to such transactions, the total number of shares of the Company’s common stock owned by Mr. Rosellini as of December 15,
2016 was 12,543,807 shares held jointly with RS and 3,050,000 shares held by Mr. Rosellini individually, for a total of 15,593,807
shares. The 3,050,000 shares were issued to Mr. Rosellini on May 9, 2017.
Rosellini
Scientific Share Loan and Debt Conversion
On
June 23, 2017, pursuant to a loan agreement to pay outstanding debts, RS received 81,035 shares of Common Stock of the Company
from Dr. Elizabeth Rosellini, valued at $1.00 per share. On June 23, 2017, RS issued such shares as follows: Converted (i) $50,000
of debt for services provided to RS into 50,000 shares of the Company’s common stock, and (ii) $51,118 of debt for services
provided to RS into 31,035 shares of the Company’s common stock. Subsequent to such transactions, the total number of shares
of the Company’s common stock owned by RS as of June 23, 2017 was 12,543,807.
William
Rosellini Sales and Gifts of Shares of Common Stock
On
September 5, 2017, William Rosellini sold 475,000 shares of the Common Stock of the Company for $15,000 to one individual and
gifted an additional 156,000 shares of Common Stock to four individuals in private transactions, for a total of 631,000 shares.
Subsequent to such transactions, the total number of shares of the Company’s common stock owned by Mr. Rosellini as of September
5, 2017 was 12,543,807 shares held jointly with RS and 2,419,000 shares held by Mr. Rosellini individually, for a total of 14,962,807
shares.
Item
4. Purpose of Transaction.
No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of,
or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a
continuing basis.
The
purpose of the Reporting Persons in acquiring the securities of the Company is long-term investment.
The
foregoing description of the Contribution Agreement is qualified in its entirety by reference to the Contribution Agreement, which
is incorporated by reference to the Issuer’s
Form
10-12G filed with the SEC on July 6, 2016
.
The
foregoing descriptions of the Patent License Agreement and P
atent License Asset Purchase
Agreement (the “Patent Agreements”) are qualified in their entirety by reference to the Patent Agreements, which are
incorporated by reference to the Issuer’s Form 8-K Current Report filed with the SEC on December 20, 2016.
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CUSIP
No. 65342G 104
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13D
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Page
7 of 9 Pages
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Item
5. Interest in Securities of the Issuer.
1,
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The
aggregate percentage of shares of Common Stock reported owned by each Reporting Person named herein is 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.
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2.
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On
January 2, 2016, the Company entered into a Contribution Agreement with RS. Pursuant to the Contribution Agreement, the Company
issued 13,200,000 shares of its Common Stock in return for certain consideration as described in Item 3 above. The total shares
beneficially owned by RS, as disclosed herein, is less than the total that has been issued to RS because RS has subsequently
divested itself of a number of these shares through certain transactions. The total number of shares beneficially owned by
RS as of September 5, 2016 was 12,741,307.
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3.
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On
September 15, 2016, pursuant to debt conversion agreements, RS converted (i) a $150,000 loan into 158,500 shares of the Company’s
common stock and (ii) $18,000 of debt for services provided to RS into 39,000 shares of the Company’s common stock.
The total number of shares beneficially owned by RS as of September 15, 2016 was 12,543,807.
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4.
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On
December 15, 2016, pursuant to the terms of the Patent License Asset Purchase Agreement (the “Purchase Agreement”),
as consideration for the transfer of the Siemens Patents and the License related thereto, the Company authorized the issuance
to Mr. Rosellini 3,050,000 shares of the Company’s restricted Common Stock. As of December 15, 2016, Mr. Rosellini held
3,050,000 shares individually, which shares were issued to Mr. Rosellini on May 9, 2017.
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5.
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On
June 23, 2017, pursuant to a loan agreement to pay outstanding debts, RS received 81,035 shares of Common Stock of the Company
from Dr. Elizabeth Rosellini, valued at $1.00 per share. On June 23, 2017, RS issued such shares as follows: Converted
(i) $50,000 of debt for services provided to RS into 50,000 shares of the Company’s common stock, and (ii) $51,118 of
debt for services provided to RS into 31,035 shares of the Company’s common stock. Subsequent to such transactions,
the total number of shares of the Company’s common stock owned by RS as of June 23, 2017 was 12,543,807.
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6.
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On
September 5, 2017, Mr. Rosellini sold 475,000 shares of the Common Stock of the Company for $15,000 to one individual and
gifted an additional 156,000 shares of Common Stock to four individuals in private transactions, for a total of 631,000 shares,
leaving 2,419,000 shares of Common Stock held by Mr. Rosellini, individually.
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(a)
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The
following sets forth the aggregate number and percentage of the Common Stock of the Issuer
for each Reporting Person:
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(i)
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Rosellini
Scientific LLC (“RS”):
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As
of the date of this filing, RS beneficially owned 12,543,807 shares of Common Stock of the Company.
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Percentage:
47.3%
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As of the date of
this filing, Mr. Rosellini beneficially owned 14,962,807 shares of Common Stock of the Company.
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Percentage: 56.4%
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CUSIP
No. 65342G 104
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13D
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Page
8 of 9 Pages
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(b)
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The
following sets forth the number of shares as to which there is sole power to vote or
to direct the vote, sole power to dispose or to direct the disposition, or shared power
to dispose or to direct the disposition for each Reporting Person:
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(i)
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Rosellini
Scientific LLC (“RS”):
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 12,543,807
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3. Sole power to dispose or direct the disposition:
0
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4. Shared power to dispose or direct the disposition:
12,543,807
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1. Sole power to vote or direct vote: 2,419,000
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2. Shared power to vote or direct vote: 12,543,807
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3. Sole power to dispose
or direct the disposition: 2,419,000
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4. Shared power to dispose or direct the disposition:
12,543,807
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(c)
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Other
than as set forth above, during the past 60 days neither RS nor Mr. Rosellini has effected
any transactions in the Common Stock of the Company.
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(d)
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No
person other than the Reporting Persons is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, the shares
of Common Stock of the Company held by each Reporting Person.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
information contained in Item 3 above is incorporated by reference into Item 6.
Item
7. Material to Be Filed as Exhibits.
99.1
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Joint
Filing Agreement by and between the Reporting Persons
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99.2
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Contribution
Agreement between the Company and Rosellini Scientific, LLC dated January 2, 2016 (incorporated by reference to Exhibit 10.02
of the Issuer’s Form 10-12G filed with the SEC on July 6, 2016)
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99.3
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Patent
License Asset Purchase Agreement between the Company and William Rosellini dated December 15, 2016 (incorporated by reference
to Exhibit 10.1 of the Issuer’s Form 8-K Current Report filed with the SEC on December 20, 2016)
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CUSIP
No. 65342G 104
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13D
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Page
9 of 9 Pages
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certify that the information set forth
in this statement is true, complete and correct.
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ROSELLINI
SCIENTIFIC, LLC
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Date: September 27,
2017
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/s/
William Rosellini
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William Rosellini
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Sole Member and Manager
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/s/
William Rosellini
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William Rosellini,
Individually
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