0001078782-12-002336.txt : 20120906 0001078782-12-002336.hdr.sgml : 20120906 20120906173027 ACCESSION NUMBER: 0001078782-12-002336 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120906 DATE AS OF CHANGE: 20120906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Miloni Donald Paul CENTRAL INDEX KEY: 0001555960 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 1425 GREENWOOD LANE CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Imprimis Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001360214 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 450567010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83793 FILM NUMBER: 121077742 BUSINESS ADDRESS: STREET 1: 437 S. HWY 101 STREET 2: STE 209 CITY: SOLANA BEACH STATE: CA ZIP: 92075 BUSINESS PHONE: 858-433-2800 MAIL ADDRESS: STREET 1: 437 S. HWY 101 STREET 2: STE 209 CITY: SOLANA BEACH STATE: CA ZIP: 92075 FORMER COMPANY: FORMER CONFORMED NAME: TRANSDEL PHARMACEUTICALS INC DATE OF NAME CHANGE: 20070912 FORMER COMPANY: FORMER CONFORMED NAME: Bywater Resources, Inc DATE OF NAME CHANGE: 20060421 SC 13G 1 f13g090612_sc13g.htm SCHEDULE 13G Schedule 13G



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934


IMPRIMIS PHARMACEUTICALS, INC.

(Name of Issuer)


Common Stock, $0.001 par value

(Title of Class of Securities)


45323A 102

(CUSIP Number)


July 12, 2012

(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 the disclosures provided in a prior cover page.


The information required in 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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CUSIP No. 45323A 102

13G

Page 2 of 5 Pages

1.  Names of Reporting Persons.


Donald Miloni

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


U.S.A

   Number of Shares

   Beneficially

   Owned by

   Each Reporting

   Person With:

5.  Sole Voting Power


4,469,2891

6.  Shared Voting Power


1,748,2772

7.  Sole Dispositive Power


4,469,2891

8.  Shared Dispositive Power


1,748,2772

9.  Aggregate Amount Beneficially Owned by Each Reporting Person


6,217,5663

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

      .

11.  Percent of Class Represented by Amount in Row 9


18.1%4

12.  Type of Reporting Person (see instructions)


IN





1. Includes (i) 4,392,879 shares of the Issuer’s common stock held in the name of the person filing this Schedule 13G, and (ii) 76,410 shares of the Issuer’s common stock underlying warrants issued in the name of the person filing this Schedule 13G and exercisable within 60 days after the date of filing this Schedule 13G.

2. Includes (i) 126,582 shares of the Issuer’s common stock and 31,646 shares of the Issuer’s common stock underlying warrants exercisable within 60 days after the date of filing this Schedule 13G, each held in the name of the spouse of the person filing this Schedule 13G, (ii) 759,494, shares of the Issuer’s common stock and 189,874 shares of the Issuer’s common stock underlying warrants exercisable within 60 days after the date of filing this Schedule 13G, each held in the name of 1425 Greenwood Lane, LLC, of which the person filing this Schedule 13G is a managing member, and (iii) 513,829 shares of the Issuer’s common stock and 126,852 shares of the Issuer’s common stock underlying warrants exercisable within 60 days after the date of filing this Schedule 13G, each held in the name of RCHER Financial, LLC, of which the person filing this Schedule 13G is a managing member.

3. Consists of the securities set forth in footnotes (1) and (2) above. The person filing this Schedule 13G disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The percentage was calculated based on 34,284,409 shares of the Issuer’s common stock, as follows: (i) 33,859,627 shares of the Issuer’s common stock outstanding as of August 31, 2012, and (ii) 424,782 shares of the Issuer’s common stock underlying warrants issued in the name of the person filing this Schedule 13G and exercisable within 60 days after the date of filing this Schedule 13G.



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Item 1(a).

Name of Issuer:


Imprimis Pharmaceuticals, Inc.


Item 1(b).

Address of Issuer's Principal Executive Offices:


437 S. Highway 101, Suite 209

Solana Beach, CA 92075


Item 2(a).

Name of Person Filing:


Donald Miloni


Item 2(b)

Address of Principal Business Office, or if None, Residence:


C/O Imprimis Pharmaceuticals, Inc.

437 S. Highway 101, Suite 209

Solana Beach, CA 92075


Item 2(c).

Citizenship:


U.S.A.


Item 2(d).

Title of Class of Securities:


Common Stock, par value $0.001


Item 2(e).

CUSIP Number:


45323A 102


Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:


Not applicable


Item 4.

Ownership.


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


(a) Amount beneficially owned:


6,217,566*


(b) Percent of class:


18.1%


(c) Number of shares as to which such person has:


(i)  Sole power to vote or to direct the vote


4,469,289* (includes 4,392,879 shares of the Issuer’s common stock held in the name of the person filing this Schedule 13G, and 76,410 shares of the Issuer’s common stock underlying warrants issued in the name of the person filing this Schedule 13G and exercisable within 60 days after the date of filing this Schedule 13G).



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(ii) Shared power to vote or to direct the vote


1,748,277*(includes (i) 126,582 shares of the Issuer’s common stock and 31,646 shares of the Issuer’s common stock underlying warrants exercisable within 60 days after the date of filing this Schedule 13G, each held in the name of the spouse of the person filing this Schedule 13G, (ii) 759,494, shares of the Issuer’s common stock and 189,874 shares of the Issuer’s common stock underlying warrants exercisable within 60 days after the date of filing this Schedule 13G, each held in the name of 1425 Greenwood Lane, LLC, of which the person filing this Schedule 13G is a managing member, and (iii) 513,829 shares of the Issuer’s common stock and 126,852 shares of the Issuer’s common stock underlying warrants exercisable within 60 days after the date of filing this Schedule 13G, each held in the name of RCHER Financial, LLC, of which the person filing this Schedule 13G is a managing member).


(iii) Sole power to dispose or to direct the disposition of


4,469,289* (includes 4,392,879 shares of the Issuer’s common stock held in the name of the person filing this Schedule 13G, and 76,410 shares of the Issuer’s common stock underlying warrants issued in the name of the person filing this Schedule 13G and exercisable within 60 days after the date of filing this Schedule 13G).


(iv) Shared power to dispose or to direct the disposition of


1,748,277*(includes (i) 126,582 shares of the Issuer’s common stock and 31,646 shares of the Issuer’s common stock underlying warrants exercisable within 60 days after the date of filing this Schedule 13G, each held in the name of the spouse of the person filing this Schedule 13G, (ii) 759,494, shares of the Issuer’s common stock and 189,874 shares of the Issuer’s common stock underlying warrants exercisable within 60 days after the date of filing this Schedule 13G, each held in the name of 1425 Greenwood Lane, LLC, of which the person filing this Schedule 13G is a managing member, and (iii) 513,829 shares of the Issuer’s common stock and 126,852 shares of the Issuer’s common stock underlying warrants exercisable within 60 days after the date of filing this Schedule 13G, each held in the name of RCHER Financial, LLC, of which the person filing this Schedule 13G is a managing member).


*   The person filing this Schedule 13G disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.


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 the Group.


Not Applicable.


Item 10.

Certification.


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.



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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.



Dated: September 6, 2012

DONALD MILONI



/s/ Donald Miloni

By: Donald Miloni, an individual




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