SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE TO
(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 7)

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DS HEALTHCARE GROUP, INC.

(Name of Subject Company (Issuer))

MEDILOGISTICS CORP.

a wholly-owned subsidiary of

MEDILOGISTICS LLC

Fernando Tamez Gutierrez

Miguel Gomez Mont

(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per Share

(Title of Class of Securities)

23336Q109
(CUSIP Number of Class of Securities)

Fernando Tamez Gutierrez

1451 Brickell Avenue

Unit 2701

Miami, FL 33131

(786) 856-8377

Copy to:

Laurie L. Green, Esq.

Kara L. MacCullough, Esq.

Greenberg Traurig, P.A.

401 East Las Olas Boulevard, Suite 2000

Fort Lauderdale, FL 33301

(954) 765-0500

(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the filing person)

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CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,350,127.57	$292.59

*

Estimated for purposes of calculating the filing fee only.  The transaction value was calculated by multiplying (a) $0.07, the tender offer price, by (b) the sum of (i) 31,849,358, the number of issued and outstanding shares of common stock of DS Healthcare Group, Inc. based on its Quarterly Report on Form 10-Q for the quarter ending June 30, 2017, less shares held by the Offerors, and (ii) 1,723,893 common shares issuable upon exercise of outstanding warrants of DS Healthcare Group, Inc., based on its Annual Report on Form 10-K for the year ending December 31, 2016.

**

The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Fee Rate Advisory No. 1 for fiscal year 2018 by multiplying the transaction valuation by 0.0001245.

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$292.59	Filing Party:	Fernando Tamez Gutierrez
Form of Registration No.	Schedule TO	Date Filed:	May 21, 2018

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

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third-party tender offer subject to Rule 14d-1.

¨

issuer tender offer subject to Rule 13e-4.

¨

going-private transaction subject to Rule 13e-3.

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amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

¨

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

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This Amendment No. 7 (this “Amendment”) to the Tender Offer Statement on Schedule TO (together with this Amendment, this “Schedule TO”) is filed by Medilogistics Corp., a Florida corporation (“Purchaser”), and wholly-owned subsidiary of Medilogistics LLC, a Delaware limited liability corporation formed by Fernando Tamez Gutierrez and Miguel Gomez Mont (together, the “Bidders”) and relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share, of DS Healthcare Group, Inc. (“DS Healthcare”), a Florida corporation, at a purchase price of $0.07 per share, net to the seller in cash, without interest thereon, plus one contingent value right per share representing the right to an amount equal to 80% of any potential proceeds from a pending lawsuit, upon the terms and subject to the conditions set forth in the amended and restated offer to purchase dated May 21, 2018 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(i) and (a)(1)(ii) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

Items 3 and 5.

The Tender Offer - Section 10. Background of the Offer; Past Contacts or Negotiations with DS Healthcare of the Offer to Purchase is hereby amended by adding the following information.

On June 18, 2018, Mr. Tamez Gutierrez agreed to loan $10,500 to DS Healthcare (the “Loan”) so that DS Healthcare could make its default payment due under its settlement agreement with Kevin McRoberts, and DS Healthcare issued a promissory note to Mr. Tamez Gutierrez governing the terms of DS Healthcare’s repayment of the Loan (the “Note”). Pursuant to the terms of the Note, the principal balance of the Loan shall not bear interest and shall be payable to Mr. Tamez Gutierrez on demand.

In addition, on June 19, 2018, the Board of Directors of DS Healthcare dropped its opposition to the Offer and recommended that shareholders of DS Healthcare tender their shares, as disclosed in Amendments No. 2 and 3 to Schedule 14D-9.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits

(a)(1)(i)	Offer to Purchase, dated May 21, 2018.*
(a)(1)(ii)	Form of Letter of Transmittal (including the Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Summary Advertisement as published on April 30, 2018.*
(a)(1)(v)	Press Release issued by Medilogistics Corp., issued on April 30, 2018.*
(a)(1)(vi)	Press Release issued by Medilogistics Corp., issued on May 21, 2018.*
(a)(1)(vii)	Press Release issued by Medilogistics Corp., issued on May 29, 2018.*
(a)(1)(viii)	Press Release issued by Medilogistics Corp., issued on June 6, 2018.*
(a)(1)(ix)	Press Release issued by Medilogistics Corp., issued on June 12, 2018.*
(b)	Not applicable.
(c)	Not applicable.

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(d)(1)(i)	Share Exchange Agreement, dated as of October 31, 2012, by and among Divine Skin, Inc. Divine Skin Labratories, S.A. DE C.V. and Fernando Tamez Gutierrez (incorporated by reference to the Current Report on Form 8-K, filed by DS Healthcare Group, Inc. on January 15, 2013).
(d)(1)(ii)	Performance Agreement, dated as of December 11, 2012, by and among DS Healthcare Group, Inc. and Fernando Tamez Gutierrez (incorporated by reference to the Current Report on Form 8-K, filed by DS Healthcare Group, Inc. on January 15, 2013).
(d)(1)(iii)	Addendum to the Stock Purchase and Joint Venture Agreement, dated as of August 11, 2017, by and among DS Healthcare Group, Inc. and Evercare Prohealth Technologies LTD. (incorporated by reference to Amendment No. 1 to the Schedule 13D filed by Fernando Tamez Gutierrez on February 1, 2018).
(d)(1)(iv)	Contribution Agreement, dated as of April 21, 2018, among Medilogistics LLC and Fernando Tamez Gutierrez.*
(d)(1)(v)	Form of Contingent Value Rights Agreement.*
(d)(1)(vi)	Promissory Note, dated as of June 18, 2018, by and between DS Healthcare Group, Inc. and Fernando Tamez Gutierrez.
(g)	Not applicable.
(h)	Not applicable.

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*

Previously filed.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURES

After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

	Fernando Tamez Gutierrez
	By:	/s/ Fernando Tamez Gutierrez
		Fernando Tamez Gutierrez
	Miguel Gomez Mont
	By:	/s/ Miguel Gomez Mont
		Miguel Gomez Mont
	Medilogistics LLC
	By:	/s/ Fernando Tamez Gutierrez
		Fernando Tamez Gutierrez
		Manager
	Medilogistics Corp.
Dated: June 21, 2018	By:	/s/ Fernando Tamez Gutierrez
		Fernando Tamez Gutierrez
		Director

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EX-99.(D)(1)(VI)

EXHIBIT (d)(1)(vi)

PROMISSORY NOTE

$10,500 USD June 18, 2018

This Promissory Note (“Note”) is made and entered into by DS Healthcare Group, Inc., a company organized and existing under the laws of the state of Florida (“Maker”) in favor and for the benefit of Fernando Tamez, an individual residing in Mexico City, Mexico (“Payee”).

WHEREAS, Maker is a party to a certain settlement agreement with Kevin McRoberts (the “Settlement Agreement”);

WHEREAS, Maker is in default under the Settlement Agreement and currently has an amount in default equal to $10,500 (the “Default Amount”);

WHEREAS, Payee has agreed to pay the Default Amount under the Settlement Agreement on behalf of the Maker to the debtor thereunder;

WHEREAS, Maker acknowledges and understands that Payee would not have accepted this Note without the mutual agreement and understanding that all obligations arising under this Note are enforceable.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the sufficiency of which is hereby admitted, the parties hereby agree as follows:

All payments due under this Note shall be payable to Payee at such address as may be provided in writing to Maker by Payee.

The principal indebtedness evidenced by this Note shall be due and payable on demand.

The outstanding balance of this Note shall not bear interest.

The obligation of the Maker to pay the principal balance hereof to the Payee shall be absolute and unconditional and the Maker shall make such payment without abatement, diminution or deduction regardless of any cause or circumstances whatsoever, including, without limitation, any defense, setoff, recoupment or counterclaim which the Maker may have or assert against the Payee or any other person; provided, however, that Maker shall have the right to withhold taxes and pay such withheld amounts to the IRS to the extent legally required.

The failure by Maker to pay all amounts hereunder when due shall constitute a default under this Note and shall entitle the Payee to pursue any and all rights and remedies provided by applicable law (including the Florida Uniform Commercial Code), all of which shall be cumulative and may be exercised successively or concurrently.  The Maker waives presentment and demand for payment, notice of dishonor and notice of protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

The Maker shall pay all costs and expenses of collection incurred by the Payee, including reasonable attorney's fees and expenses.

The Maker shall have the right, at any time or from time to time, without penalty or premium, to prepay the principal balance of this Note, in whole or in part.

This Note shall be governed by and construed in accordance with the internal laws of the State of Florida.

No modification or waiver of any provision of this Note, nor any departure by the Maker therefrom, shall in any event be effective unless the same shall be in writing and then such modification or waiver shall be effective only in the specific instance for the specific purpose given.

The terms of this Note shall bind and inure to the benefit of the heirs, devisees, representatives, successors, and permitted assigns of Maker and Payee.  Maker shall not assign any of its rights or obligations under this Note, in whole or in part, without the prior written consent of Payee (which consent may be granted or withheld in Lender’s sole and absolute discretion).  Payee may, at any time, sell, transfer, or assign this Note.

The Maker shall be solely responsible for the payment of any applicable documentary stamp taxes or other similar charges that are or may be due and payable to applicable governmental authorities (“Recording Taxes”) in connection with the execution and delivery of this Note.  The Maker shall indemnify and hold the payee harmless for any damages or other liability incurred by the Payee as a result of the Maker’s failure to pay any applicable Recording Taxes.

THE MAKER AND THE PAYEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREIN, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, ANY OTHER DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH.

IN WITNESS WHEREOF, the Maker has caused this Note to be executed on the date first above written.

WITNESS:	MAKER:
	DS HEALTHCARE GROUP, INC.
Name:
	By:	/s/ Myron Lewis
	Name:	Myron Lewis
	Title:	Chairman of Board of Directors

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