form13d.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. ___)*
(Name of
Issuer)
Common
Stock, $0.001 par value
(Title of
Class of Securities)
(CUSIP
Number)
Michael
L. Reger
777
Yamato Road
Suite
300
Boca
Raton, Florida 33431
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
(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 which 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 § 240.13d-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).
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1) Names
of Reporting Persons
2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
4) Source
of Funds (See
Instructions) PF
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5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
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| 6) |
Citizenship or Place
of Organization United States of
America |
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Number of |
(7) |
Sole Voting
Power |
5,507,803(1) |
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Shares
Bene- |
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ficially |
(8) |
Shared Voting
Power |
-0- |
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Owned by |
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Each
Report- |
(9) |
Sole Dispositive
Power |
5,507,803 (1) |
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ing Person |
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With |
(10) |
Shared Dispositive
Power |
-0- |
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| 11) |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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5,507,803(1) |
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| 12) |
Check if
the Aggregate Amount in Row (11) Excludes Certain Shares ☐
(See
Instructions)
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| 13) |
Percent of Class
Represented by Amount in Row (11) |
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40.7%(2) |
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| 14) |
Type of Reporting
Person (See Instructions) |
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IN |
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(1)
Represents 5,282,803 shares of common stock of GelTech Solutions, Inc.
(the "Issuer") owned by the reporting person and 225,000 shares of common stock
of the Issuer which the reporting person has the right to purchase pursuant to
currently exercisable warrants. The reporting person also owns
warrants to purchase up to 303,303 shares of common stock of the Issuer that are
not exercisable within 60 days.
(2)
Calculated based on 13,312,737 shares of common stock of the Issuer outstanding
as of May 12, 2008 plus 225,000 shares of common stock of the Issuer that the
reporting person has the right to purchase pursuant to currently exercisable
warrants.
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Note: The reporting person
previously filed a statement on Schedule 13G to report ownership of the
securities which are the subject of this Schedule 13D.
Item
1. Security
and Issuer
The title
of the class of equity securities to which this Schedule 13D relates is Common
Stock, $0.001 par value ("Common Stock"), of GelTech Solutions, Inc, a Delaware
corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 1460 Park Lane South, Suite 1, Jupiter, Florida
33458.
Item
2. Identity
and Background
(a) This
statement is being filed by Michael Lloyd Reger, individually (the "Reporting
Person").
(b) The
business address of the Reporting Person is 777 Yamato Road, Suite 300, Boca
Raton, Florida 33431.
(c) The
Reporting Person's present principal occupation is a principal of AVM, L.P., a
registered broker-dealer, and III Associates, a registered investment adviser,
each maintaining its principal business address at 777 Yamato Road, Suite 300,
Boca Raton, Florida 33431.
(d) The
Reporting Person has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The
Reporting Person has not, during the last five years, been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a 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.
(f) The
Reporting Person is a citizen of the United States of America.
Item
3. Source
and Amount of Funds or Other Consideration
On May 29, 2007, the Reporting Person
purchased from the Issuer 2,250,000 shares of Common Stock and warrants to
purchase 225,000 shares of Common Stock at an exercise price of $1.00 per share,
for an aggregate purchase price of $1,500,000. Such warrants (a)
became exercisable with respect to 112,500 shares of Common Stock on December
27, 2007, (b) became exercisable with respect to 112,500 shares of Common Stock
on May 25, 2008, and (c) have an expiration date of May 25, 2010.
On January 30, 2008, the Reporting
Person purchased from the Issuer 3,030,303 shares of Common Stock and warrants
to purchase 303,303 shares of Common Stock at an exercise price of $1.25 per
share, for an aggregate purchase price of $2,000,000. Such warrants
(a) will become exercisable upon the earlier of (i) the effective date of a
registration statement with respect to the public sale of the Common Stock
issuable upon exercise of the warrants or (ii) January 21, 2009, and (b) have an
expiration date of January 21, 2011.
The source of funds for the foregoing
transactions was the Reporting Person's personal funds.
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Item
4. Purpose
of Transaction
The
Reporting Person entered into the transactions described in Item 3 above for
investment purposes.
The
Reporting Person has no present plans or proposals that relate to or would
result in: (a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the present board of directors or management of the Issuer; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's business or corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person; (h) causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above.
Item
5. Interest
in Securities of the Issuer
(a) The
Reporting Person beneficially owns 5,507,803 shares of Common Stock of the
Issuer, which represents 40.7% of the Issuer's outstanding Common Stock based on
13,312,737 shares of Common Stock outstanding as of May 12, 2008 plus 225,000
shares of Common Stock of the Issuer that the Reporting Person has the right to
purchase pursuant to currently exercisable warrants.
(b) The
Reporting Person has the sole power to vote or direct the vote, and to dispose
or direct the disposition of, all of the shares of Common Stock described in
paragraph (a) above.
(c) Transactions
during the past 60 days through July 14, 2008: On July 14, 2008, the Reporting
Person purchased 2,500 shares of Common Stock on the open market for $0.95 per
share.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Not applicable.
Item
7. Material
to Be Filed as Exhibits
Not applicable.
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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.
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7-15-08
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By:
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/s/ Michael
Reger |
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(Signature) |
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Michael
L. Reger, individually |
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(Name
and Title) |
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