CUSIP No. 55414P
504
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1
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NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Phillip Frost,
M.D.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
(a)
☐
(b)
☐
|
3
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SEC
USE ONLY
|
|
4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
|
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NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED
BY
|
6
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SHARED
VOTING POWER
1,059,157
(1)
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EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
1,059,157
(1)
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,059,157
(1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
4.99%
(2)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
(1)
|
Represents
(i) 422,334 shares of common stock held by Frost Gamma Investments
Trust (“FGIT”) (ii) 596,000 shares of common stock
underlying Series D Convertible Preferred Stock and (iii) 40,823
shares of common stock underlying Series I Convertible Preferred
Stock. Excludes (i) 281,997 shares of common stock underlying
Series I Convertible Preferred Stock held by FGIT which contains a
4.99% beneficial ownership blocker and (ii) 833,333 shares of
common stock underlying Series L Convertible Preferred Stock held
by FGIT which contains a 4.99% beneficial ownership
blocker. Dr. Frost
is the trustee of FGIT. Frost Gamma L.P. is the sole and
exclusive beneficiary of FGIT. 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 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.
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(2)
|
Based
on 20,588,765 shares outstanding as of December 14, 2017 as
disclosed in the Issuer’s Registration Statement on Form S-1
filed on December 15, 2017.
|
CUSIP No. 55414P
504
|
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Frost
Gamma Investments Trust
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
(a) ☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Florida
|
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
1,059,157
(1)
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
1,059,157
(1)
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,059,157
(1)
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
4.99%
(2)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
(1)
|
Represents
(i) 422,334 shares of common stock held by FGIT, (ii) 596,000
shares of common stock underlying Series D Convertible Preferred
Stock and (iii) 40,823 shares of common stock underlying Series I
Convertible Preferred Stock. Excludes (i) 281,997 shares of common
stock underlying Series I Convertible Preferred Stock held by FGIT
which contains a 4.99% beneficial ownership blocker and (ii)
833,333 shares of common stock underlying Series L Convertible
Preferred Stock held by FGIT which contains a 4.99% beneficial
ownership blocker.
Dr. Frost is the trustee of FGIT, and in such capacity holds voting
and dispositive power over the securities held by
FGIT.
|
(2)
|
Based
on 20,588,765 shares outstanding as of December 14, 2017 as
disclosed in the Issuer’s Registration Statement on Form S-1
filed on December 15, 2017.
|
Item
5.
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Ownership
of Five Percent or Less of a Class.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported by the Parent Holding Company.
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Item
8.
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Identification
and Classification of Members of the Group.
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Item
9.
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Notice
of Dissolution of Group.
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Item
10.
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Certifications.
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Date:
January 30, 2018
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/s/ Phillip Frost,
M.D.
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Phillip
Frost, M.D.
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Frost
Gamma Investments Trust
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Date:
January 30, 2018
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/s/ Phillip Frost,
M.D.
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Phillip
Frost M.D., Trustee
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