Explanatory Notes  

Introduction

   This Amendment No. 8 to Schedule 13D ("Amendment No. 8 to Schedule 13D"), amends and restates Amendment No. 7 to Schedule 13D filed by Millennium Partners, L.P., Millennium Management LLC and Israel A. Englander on January 16, 2014 ("Amendment No. 7 to Schedule 13D"), relating to their beneficial ownership of the common stock, par value $0.001 per share (the "Common Stock"), of Liberator Medical Holdings, Inc., a Nevada corporation (the "Issuer"). Amendment No. 8 to Schedule 13D is being filed to report a material change in the number of shares of the Issuer’s Common Stock beneficially owned or deemed to be beneficially owned by Millennium Partners, L.P., Millennium Management LLC and Israel A. Englander (as the case may be), since the filing of Amendment No. 7 to Schedule 13D.

Item 1.      Security and Issuer.

   The name of the Issuer is Liberator Medical Holdings, Inc. The address of the Issuer’s principal executive offices is 2979 SE Gran Park Way, Stuart, Florida 34997. This Amendment No. 8 to Schedule 13D relates to the Issuer’s Common Stock.

Item 2.      Identity and Background.

   (a)-(c), (f). This Amendment No. 8 to Schedule 13D is being filed by Millennium Partners, L.P., a Cayman Islands exempted limited partnership ("Millennium Partners").

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of Millennium Partners, and may be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners.

   Israel A. Englander, a United States citizen ("Mr. Englander"), is the managing member of Millennium Management. Consequently, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners.

   The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Millennium Partners.

   Millennium Partners, Millennium Management and Mr. Englander will be collectively referred to as the reporting persons ("Reporting Persons") in this Amendment No. 8 to Schedule 13D.

   The business address for Millennium Partners and Mr. Englander is c/o Millennium Management LLC, 666 Fifth Avenue, New York, New York 10103. The business address for Millennium Management is 666 Fifth Avenue, New York, New York 10103.

   (d)-(e)  (d)-(e) During the past five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

Item 3.      Source and Amount of Funds or Other Consideration.

   On May 11, 2010, Millennium Partners converted the May 2008 Senior Convertible Note (as defined in Amendment No. 4 to Schedule 13D filed by the Reporting Persons on October 19, 2010) into 4,375,000 shares of the Issuer’s Common Stock. Millennium Partners paid $3,500,000 in consideration for the May 2008 Senior Convertible Note.

   On October 15, 2010, Millennium Partners converted the October 2008 Senior Convertible Note (as defined in Amendment No. 4 to Schedule 13D filed by the Reporting Persons on October 19, 2010) into 3,333,333 shares of the Issuer’s Common Stock. Millennium Partners paid $2,500,000 in consideration for the October 2008 Senior Convertible Note.

   Millennium Partners also received 190,746 shares of the Issuer’s Common Stock (in aggregate) as interest payments on the May 2008 Senior Convertible Note and October 2008 Senior Convertible Note.

   Millennium Partners effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to Millennium Partners as and when required to open or carry positions in the margin accounts, subject to applicable margin regulations, stock exchange rules and the prime broker’s credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4.       Purpose of Transaction.

   The Reporting Persons are engaged in the investment business, and in the course of that business employ the services of a number of portfolio managers, each of whom independently employs a separate and distinct trading strategy. A portion of the securities of the Issuer held by the Reporting Persons may be managed by portfolio managers who engage in event-, risk- or merger-arbitrage or fundamental strategies.

   In pursuing their business, some of the Reporting Persons’ portfolio managers analyze the operations, capital structure and markets of companies, including the Issuer, on a continuous basis, through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). (Other portfolio managers, who may also have long or short positions in securities of the Issuer from time to time, trade pursuant to quantitative or other strategies that do not involve such analyses and discussions.) From time to time, one or more of the portfolio managers may hold discussions with third parties or with management of issuers (including the Issuer) in which the portfolio managers may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more transactions of the type specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuer’s capitalization or dividend policy.

   Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of this Amendment No. 8 to Schedule 13D.

Item 5.      Interest in Securities of the Issuer.

   As of the close of business on June 30, 2014, Millennium Partners beneficially owned 6,230,000 shares of the Issuer’s Common Stock.

   Millennium Management, as the general partner of Millennium Partners, may be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners.

   Mr. Englander, as the managing member of Millennium Management, may also be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners.

   Accordingly, as of the close of business on June 30, 2014, Millennium Partners, L.P., Millennium Management and Mr. Englander beneficially owned or may be deemed to have beneficially owned (as the case may be) 6,230,000 shares or 11.8% of the Issuer’s Common Stock. The calculation of the foregoing percentage is on the basis of 52,813,709 shares of Common Stock outstanding as of May 10, 2014 as per the Issuer’s Form 10-Q dated May 15, 2014.

   The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Millennium Partners.

   (b)  As of the close of business on June 30, 2014, Millennium Partners held shared power to vote and dispose of 6,230,000 shares of the Issuer’s Common Stock described in (a) above. As of the close of business on June 30, 2014, Millennium Management and Mr. Englander may be deemed to have held shared power to vote and to dispose of the 6,230,000 shares of the Issuer’s Common Stock described in (a) above.

   (c)  Transactions in the Issuer’s Common Stock during the past 60 days: Schedule A annexed hereto lists all transactions in the Issuer’s Common Stock effected by the Reporting Persons during the past 60 days. All such transactions in the Issuer’s Common Stock were effected by Millennium Partners in the open market.

   (d)  No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of the Issuer’s Common Stock reported in this Amendment No. 8 to Schedule 13D.

Item 6.      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

   In connection with arrangements with Millennium Partners’ prime brokers, such prime brokers are permitted to lend securities in Millennium Partners’ accounts to the extent permitted by debit balances in such accounts. Millennium Partners generally will not have any knowledge of the specific loans made by such prime brokers. In addition, in the ordinary course of business, Millennium Partners (or their prime brokers), may borrow securities to satisfy delivery obligations arising from short sales. Shares lent by Millennium Partners’ prime brokers may not be able to be recalled in advance of an applicable record date and thus, such loaned shares may not be able to be voted by Millennium Partners.

   There are no other contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.      Material to Be Filed as Exhibits.

   Exhibit I: Joint Filing Agreement, dated as of June 30, 2014, by and among Millennium Partners, L.P., Millennium Management LLC and Israel A. Englander.

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: June 30, 2014