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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (Right to Buy) | $ 0.6728 | 03/27/2007 | A | 3,080,529 | (4) | 03/27/2017 | Common Stock | 3,080,529 | (2) | 3,080,529 | I | See Footnote (1) | |||
| Warrants (Right to Buy) | $ 0.8473 | 03/27/2007 | A | 3,080,530 | (4) | 03/27/2017 | Common Stock | 3,080,530 | (2) | 3,080,530 | I | See Footnote (1) | |||
| Warrants (Right to Buy) | $ 1.0466 | 03/27/2007 | A | 3,080,530 | (4) | 03/27/2017 | Common Stock | 3,080,530 | (2) | 3,080,530 | I | See Footnote (1) | |||
| Warrants (Right to Buy) | $ 0.4984 | 03/27/2007 | A | 4,000,000 | (4) | 03/27/2017 | Common Stock | 4,000,000 | (5) | 4,000,000 | I | See Footnote (3) | |||
| Warrants (Right to Buy) | $ 0.0002 | 03/27/2007 | A | 81,085 | (4) | 01/11/2017 | Common Stock | 81,085 | (6) | 81,085 | I | See Footnote (3) | |||
| Warrants (Right to Buy) | $ 38.54 | 03/27/2007 | A | 6,487 | (4) | 01/11/2017 | Common Stock | 648,700 | (6) | 6,487 | I | See Footnote (3) | |||
| Warrants (Right to Buy) | $ 0.672 | 03/27/2007 | A | 22,124 | (4) | 03/27/2017 | Common Stock | 22,124 | (6) | 22,124 | I | See Footnote (3) | |||
| Warrants (Right to Buy) | $ 0.8473 | 03/27/2007 | A | 22,124 | (4) | 03/27/2017 | Common Stock | 22,124 | (6) | 22,124 | I | See Footnote (3) | |||
| Warrants (Right to Buy) | $ 1.0467 | 03/27/2007 | A | 22,125 | (4) | 03/27/2017 | Common Stock | 22,125 | (6) | 22,125 | I | See Footnote (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FROST PHILLIP MD ET AL 4400 BISCAYNE BOULEVARD 15TH FLOOR MIAMI, FL 33137 |
X | X | CEO & Chariman | |
| /s/ Phillip Frost, M.D. | 03/29/2007 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The securities are held by Frost Gamma Investments Trust, of which Phillip Frost, M.D., is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma, L.P. The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (2) | Frost Gamma Investment Trust acquired these securities in connection with the merger of Froptix Corporation into a wholly-owned subsidiary of the issuer in exchange for securities of Froptix held by Frost Gamma Investment Trust immediately before the merger. On the effective date of the merger the closing sales price of the issuer's common stock was $3.28. |
| (3) | These securities are owned directly by The Frost Group, LLC. Frost Gamma Investments Trust is a principal member of The Frost Group. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (4) | These warrants are immediately exercisable. |
| (5) | These warrants were acquired by The Frost Group as part of the consideration paid by the issuer for a line of credit extended by The Frost Group to the issuer in connection with the merger. |
| (6) | The Frost Group acquired these securities in connection with the merger of Acuity Pharmaceuticals, Inc. into a wholly-owned subsidiary of the issuer in exchange for securities of Acuity held by The Frost Group immediately before the merger. On the effective date of the merger the closing sales price of the issuer's common stock was $3.28 per share. |