Current Report Filing (8-k)
November 20 2018 - 5:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 20, 2018
Nexeon
Medsystems Inc
(Exact
name of registrant as specified in its charter)
Nevada
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000-55655
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81-0756622
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1910
Pacific Avenue, Suite 20000
Dallas,
Texas 75201
(Address
of principal executive offices) (zip code)
844-919-9990
(Registrant’s
telephone number, including area code)
Not
applicable
(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:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 ☒
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 1.01
Entry Into a Material Definitive Agreement.
On
November 20, 2018, Nexeon Medsystems Inc entered into a Senior Secured Convertible Promissory Note First Amendment (the “Amendment”)
with Leonite Capital, LLC (the “Holder”), the holder of the Company’s Senior Secured Convertible Promissory
Note originally issued on August 21, 2017 (the “Note”). Pursuant to the Amendment, (i) the maturity date of the Note
was extended to December 31, 2019; (ii) the amortization schedule of the Note was revised such that the next monthly payment would
be payable upon execution of the Amendment and then monthly thereafter; and (iii) the payment schedule of the Note would be accelerated
upon the occurrence of certain milestone or triggering events. In consideration for the amendments to the Note, (i) the Holder
agreed to waive the event of default arising from the Company’s failure to make a required payment on the Note that was
due on October 1, 2018 and (ii) the Company agreed to cause its subsidiary, Nexeon Medsystems Europe S.a.r.l. to pay the Holder
7% of each dividend amount that it receives from Nexeon Medsystems Belgium SPRL.
The
foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the form
of Amendment, a copy of which is filed as Exhibit 10.1 to this Report and incorporated by reference herein
Item
3.03 Material Modification to Rights of Security Holders.
The
information in Item 1.01 is hereby incorporated by reference to this Item 3.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
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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Dated:
November 20, 2018
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/s/
William Rosellini
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William
Rosellini
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Chairman
and Chief Executive Officer
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2
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