Amended Statement of Ownership (sc 13g/a)
12 February 2015 - 7:17AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
TARGETED MEDICAL PHARMA, INC.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
876140104
(CUSIP
Number)
December
31, 2014
(Date
of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule
13d-1(b)
[X] Rule
13d-1(c)
[ ] Rule
13d-1(d)
*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. 876140104 |
SCHEDULE
13G |
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Derma
Medical Systems Inc. |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a) [ ] (b) [ ] |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER OF |
5. |
SOLE
VOTING POWER
0 |
SHARES
BENEFICIALLY
OWNED BY |
6. |
SHARED
VOTING POWER
4,190,089 |
EACH
REPORTING
PERSON |
7. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
8. |
SHARED
DISPOSITIVE POWER
4,190,089 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,190,089 |
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.7% |
12. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
CUSIP
NO. 876140104 |
SCHEDULE
13G |
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas
Richard Wenkart |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a) [ ] (b) [ ] |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
NUMBER OF |
5. |
SOLE
VOTING POWER
420,000 |
SHARES
BENEFICIALLY
OWNED BY |
6. |
SHARED
VOTING POWER
4,190,089 |
EACH
REPORTING
PERSON |
7. |
SOLE
DISPOSITIVE POWER
420,000 |
WITH |
8. |
SHARED
DISPOSITIVE POWER
4,190,089 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,610,089 |
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] |
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.2% |
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
Item
1.
This Schedule
13G related to the common stock, par value $0.001 per share (the “Common Stock”) of Targeted Medical Pharma, Inc.
(the “Issuer”). The principal executive office of the Issuer is located at 2980 Beverly Glen Circle, Suite 301, Los
Angeles, CA 90077.
Item
2.
|
(a) |
This
statement is filed on behalf of Derma Medical Systems Inc. and Dr. Thomas Richard Wenkart (each, a “Reporting Person”). |
|
|
|
|
(b) |
The principal
business address of each Reporting Person is c/o Derma Medical Systems Australia Pty Limited, 301 Catherine Street, Leichhardt,
NSW 2040, Australia. |
|
|
|
|
(c) |
Derma Medical
Systems Inc. is a Nevada corporation. Dr. Wenkart is a citizen of Australia. |
|
|
|
|
(d) |
Title of Class
of Securities: Common Stock, par value $0.001 per share |
|
|
|
|
(e) |
CUSIP Number:
876140104 |
Item
3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
|
(a) |
[ ] |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
|
|
|
|
|
(b) |
[ ] |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(c) |
[ ] |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(d) |
[ ] |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
|
|
|
|
|
(e) |
[ ] |
An
investment adviser in accordance with §240.13d-l(b)(l)(ii)(E); |
|
|
|
|
|
(f) |
[ ] |
An
employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F); |
|
|
|
|
|
(g) |
[ ] |
A
parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G); |
|
|
|
|
|
(h) |
[ ] |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
[ ] |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
[ ] |
A
non-U.S. institution in accordance with §240.13d-l(b)(1)(ii)(J); |
|
|
|
|
|
(k) |
[ ] |
Group,
in accordance with §240.13d-l(b)(l)(ii)(K). |
Item
4. Ownership.
The
percentages of ownership held by the Reporting Persons set forth below are based on 26,768,756 shares of Common Stock outstanding
at January 29, 2015:
|
|
|
|
|
No.
of Shares |
|
|
(a) |
Amount
beneficially owned: |
|
|
|
|
|
|
Derma Medical
Systems Inc. (1) |
|
4,190,089 |
|
|
|
|
Thomas Richard
Wenkart (2) |
|
4,610,089 |
|
|
|
|
|
|
|
|
|
(b) |
Percent
of class: |
|
|
|
|
|
|
Derma Medical
Systems Inc. (1) |
|
15.7 |
% |
|
|
|
Thomas Richard
Wenkart (2) |
|
17.2 |
% |
|
|
|
|
|
|
|
|
(c) |
Number
of shares as to which the person has: |
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote |
|
|
|
|
|
|
Derma Medical
Systems Inc. (1) |
|
0 |
|
|
|
|
Thomas Richard
Wenkart (2) |
|
420,000 |
|
|
|
|
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote |
|
|
|
|
|
|
Derma Medical
Systems Inc. (1) |
|
4,190,089 |
|
|
|
|
Thomas Richard
Wenkart (2) |
|
4,190,089 |
|
|
|
|
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of |
|
|
|
|
|
|
Derma Medical
Systems Inc. (1) |
|
0 |
|
|
|
|
Thomas Richard
Wenkart (2) |
|
420,000 |
|
|
|
|
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of |
|
|
|
|
|
|
Derma Medical
Systems Inc. (1) |
|
4,190,089 |
|
|
|
|
Thomas Richard
Wenkart (2) |
|
4,190,089 |
|
(1) |
Includes (i) 2,023,423 shares of Common Stock
and (ii) 2,166,666 shares of Common Stock issuable upon conversion of a convertible debenture in the principal amount of $650,000.
Derma Medical Systems Inc. may convert the principal amount in whole or in part at any time prior to the debenture’s
maturity at a price of $0.30 per share; the stated maturity date of the debenture is January 12, 2018. |
(2) |
Includes (i) an aggregate of 4,190,089 shares of Common Stock held
by Derma Medical Systems Inc., (ii) 400,000 shares of Common Stock held by Ultera PTY Ltd ATF MPS Superannuation Fund and
(iii) 20,000 shares of Common Stock held by Throven PTY Ltd. Dr. Wenkart is the owner and President of Derma Medical Systems
Inc. and is the owner and a director of Ultera PTY Ltd ATF MPS Superannuation Fund and Throven PTY Ltd. |
Item
5. Ownership of Five Percent or Less of a Class
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company
Not
applicable.
Item
8. Identification and Classification of Members of the Group
Not
applicable.
Item
9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certification
Not
applicable.
Exhibit |
|
Document
Description |
|
|
|
99.1 |
|
Agreement
Pursuant to Rule 13d-1(k)(1)(iii) |
SIGNATURE
After
reasonable inquiry and to the best of the Reporting Person’s knowledge and belief, the Reporting Person certifies that the
information set forth in this statement is true, complete and correct.
Date:
February 11, 2015
|
DERMA MEDICAL SYSTEMS INC. |
|
|
|
|
By: |
/s/
Thomas Wenkart |
|
|
Thomas Richard Wenkart, President |
|
|
|
|
THOMAS RICHARD WENKART |
|
|
|
|
|
/s/
Thomas Wenkart |
|
|
Thomas Richard Wenkart |
EXHIBIT
99.1
Pursuant
to Rule 13d-1(k) (1) (iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached
is filed on behalf of each of them in the capacities set forth herein below.
Date:
February 11, 2015
|
DERMA MEDICAL SYSTEMS INC. |
|
|
|
|
By: |
/s/
Thomas Wenkart |
|
|
Thomas Richard Wenkart, President |
|
|
|
|
THOMAS RICHARD WENKART |
|
|
|
|
|
/s/
Thomas Wenkart |
|
|
Thomas Richard Wenkart |
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