Current Report Filing (8-k)
08 December 2018 - 5:57AM
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):
December 7, 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
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(Registrant’s telephone number, including area code)
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Not applicable
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(Former name or former address, if changed since last report.)
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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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☐
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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 ☒
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
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Entry Into a Material Definitive Agreement.
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On December 7, 2018,
Nexeon Medsystems Inc, a Nevada corporation (the “Company”) entered into an employment agreement with its
Chief Executive Officer and Chairman, William Rosellini (the “Employment Agreement”) pursuant to which Mr.
Rosellini shall continue to serve as the Company’s Chief Executive Officer and Chairman for a period of two years (the
“Term”) in consideration for an annual base salary of One Dollar ($1.00). On the second and
subsequent anniversary dates of the Term, the Employment Agreement will be automatically extended for an additional year
unless, not later than 90 calendar days prior to such anniversary date, the Company shall notify Mr. Rosellini of its intent
to not extend the Term. Pursuant to the Employment Agreement, the Company may terminate Mr. Rosellini’s employment for
Cause (as such term is defined in the Employment Agreement) at any time or without Cause on thirty (30)
days’ written notice. If Mr. Rosellini’s employment is terminated without Cause or in connection with a Change in
Control (as defined in the Employment Agreement), Mr. Rosellini shall be entitled to a severance payment equal to a scaling
percentage of his highest base salary and targeted bonus or incentive compensation, if any. Mr. Rosellini shall have the
right to terminate his employment at any time with Good Reason (as defined in the Employment Agreement)
upon ninety (90) days’ written notice.
The Employment Agreement provides for customary non-solicitation,
confidentiality and invention assignment clauses.
The foregoing description of the Employment Agreement is not
complete and is qualified in its entirety by reference to the full text of the form of Employment Agreement, a copy of which is
filed as Exhibit 10.1 to this Report and incorporated by reference herein.
Item 5.02 Departure of Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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: December 7, 2018
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/s/ Christopher Miller
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Christopher Miller
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Chief Financial Officer
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