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| CUSIP No. 630104305 |
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SCHEDULE 13D |
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Page 5 of 8 |
The Reporting Persons, however, reserve the right, at a later date, to effect one or more of
such changes and may dispose of or enter into other transactions in the shares they may be deemed to beneficially own.
The Reporting
Persons have been and may continue to be in contact with members of the Issuer’s management, the Issuer’s board of directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize
shareholder value.
The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other
persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.
| Item 5. |
Interest in Securities of the Issuer. |
(a) and (b) Summus Holding beneficially owns 3,846,154 shares of the Issuer’s Common Stock, representing approximately 14% of the
outstanding Common Stock.
Dr. Rao Haris Naseem may be deemed to beneficially own, and share voting power and investment power over,
all shares of the Issuer’s Common Stock described above as being owned by Summus Holdings. As a result, Dr. Naseem may be deemed to beneficially own, in the aggregate, 3,846,154 shares of the Issuer’s Common Stock, representing
approximately 14.0% of the outstanding Common Stock of the Issuer.
For purposes of this Item 5(a) and (b), the percentages are calculated
based upon (x) the shares of the Issuer’s Common Stock beneficially owned by the Reporting Person, divided by (y) the sum of27,471,346 shares of the Issuer’s Common Stock outstanding as of September 6, 2023 as provided by
the Issuer.
(c) The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference. Except as otherwise set
forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the Reporting Persons or any other person listed under Item 5(a) has effected any transaction in the Common Stock during the past 60 days.
(d) To the knowledge of the Reporting Persons, other than as described in this Schedule 13D, no other person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it.
(e) Not
applicable.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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On August 28, 2023, the Issuer entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain
institutional and accredited investors, each as listed as signatories to the Purchase Agreement (the “Purchasers”), including Summus Holdings, LLC (‘“Summus Holdings’’), an affiliate of Dr. Rao Haris Naseem, the
Chief Executive Officer, a director and a significant stockholder of the Issuer, to issue and sell up to an aggregate of 24,896,248 shares of the Issuer’s common stock, par value $0.0001 per share (‘‘Common Stock”), in a private
placement (the “Private Placement”). In the Private Placement, Summus Holdings purchased (a) 3,846,154 shares of Common Stock at a price per share of $0.39, which is equal to the most recent quoted price of the Issuer’s Common Stock
on the OTCQB Venture Market on August 25,2023. The source of funds for the transaction was capital contributions to the Issuer from Summus Holdings and other investors.
The Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Schedule
13D jointly in accordance with the provisions of Rule 13d-1 (k)(l) under the Securities Exchange Act of 1934, as amended. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1.