SEC Form SC 13D/A filed by Surgalign Holdings Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Surgalign Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
86882C105
(CUSIP Number)
Pawel Lewicki
296 Woodward Blvd.
Tulsa, Oklahoma 74114
(918) 513-2636
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 86882C105 |
| 1. | Names of Reporting Persons
Pawel Lewicki |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
|
| 3. | SEC Use Only
|
| 4. | Source of Funds (See Instructions)
OO (See Item 3) |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
|
| 6. | Citizenship or Place of Organization
U.S. |
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
14,062,531 |
| 8. | Shared Voting Power
0 | |
| 9. | Sole Dispositive Power
14,062,531 | |
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,062,531 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
|
| 13. | Percent of Class Represented by Amount in Row (11) 9.04%* |
| 14. | Type of Reporting Person (See Instructions)
IN |
*Based on 155,503,027 shares of the Issuer’s common stock outstanding as of February 2, 2022.
| Item 3. | Source and Amount of Funds or Other Consideration |
3,410,396 shares of the Issuer’s common stock were issued to Mr. Lewicki on December 30, 2021 in exchange for the sale of Mr. Lewicki’s minority interest in Inteneural Networks, Inc. to the Issuer.
3,593,750 shares of the Issuer’s common stock were issued to Mr. Lewicki upon achievement of a milestone pursuant to that Second Amendment to Stock Purchase Agreement dated January 14, 2022 between the Issuer, Roboticine, Inc, Holo Surgical S.A, Mr. Lewicki and Krzysztof Siemionow, MD, PhD.
| Item 5. | Interest in Securities of the Issuer |
| a) | The 14,062,531 shares of common stock beneficially owned by Mr. Lewicki constitutes approximately 9.04% of the Issuer’s outstanding shares of common stock based on 155,503,027 shares of common stock outstanding as of February 2, 2022. |
| b) | Mr. Lewicki has the sole power to vote or direct the vote, and dispose or direct the disposition, of all shares of common stock reported on this Amendment No. 2 to Schedule 13D. |
| c) | The information contained in Item 3 to this Amendment No. 2 to Schedule 13D is incorporated by reference herein. Previous Reporting Person Roboticine, Inc. has been dissolved, and all shares of the Issuer’s common stock previously reported as being beneficially owned by Roboticine, Inc. were distributed directly to Mr. Lewicki and Roboticine, Inc.’s other equityholder. Also, as a result of the dissolution of Roboticine, shares of common stock of the Issuer deemed to be beneficially owned by Neva, LLC and SSAR Investments, LLC are now reported as beneficially owned by Mr. Lewicki. Other than the acquisition of the shares of common stock as reported in Item 3 to this Amendment No. 2 to Schedule 13D, Mr. Lewicki has not effected any transactions in the Issuer’s common stock in the past 60 days. |
| d) | To the Reporting Person’s knowledge, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares owned directly by Mr. Lewicki, other than Mr. Lewicki. |
| e) | Not applicable. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 4, 2022
| /s/ Pawel Lewicki | |
| Pawel Lewicki |
| ATTENTION |
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |