UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
CTD HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $.0001 per
share
(Title of Class of Securities)
12642Q 10 1
(CUSIP Number)
Alison Newman
Fox Rothschild LLP
100 Park Avenue
New York, New York 10017
(212) 848-7997
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
July 10, 2015
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 7 pages)
———————
* 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 disclosures provided in a prior cover page.
The information required on 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).
| CUSIP No. 12642Q 10 1 |
13D |
Page 2 of 7 Pages |
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Novit, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
(a) |
|
|
| |
(b) |
|
|
| |
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
|
|
| |
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland |
|
NUMBER OF |
7 |
SOLE VOTING POWER
0 |
|
SHARES
BENEFICIALLY
OWNED BY |
8 |
SHARED VOTING POWER
5,900,000 |
|
EACH
REPORTING
PERSON |
9 |
SOLE DISPOSITIVE POWER
0 |
|
WITH
|
10 |
SHARED DISPOSITIVE POWER
5,900,000 |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,900,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| |
|
|
|
| |
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% |
|
14
|
TYPE OF REPORTING PERSON
PN |
| |
|
|
|
|
|
| CUSIP No. 12642Q 10 1 |
13D |
Page 3 of 7 Pages |
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Novit U.S., Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
(a) |
|
|
| |
(b) |
|
|
| |
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
|
|
| |
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF |
7 |
SOLE VOTING POWER
0 |
|
SHARES
BENEFICIALLY
OWNED BY |
8 |
SHARED VOTING POWER
5,900,000 |
|
EACH
REPORTING
PERSON |
9 |
SOLE DISPOSITIVE POWER
0 |
|
WITH
|
10 |
SHARED DISPOSITIVE POWER
5,900,000 |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,900,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| |
|
|
|
| |
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% |
|
14
|
TYPE OF REPORTING PERSON
CO |
| |
|
|
|
|
|
| CUSIP No. 12642Q 10 1 |
13D |
Page 4 of 7 Pages |
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Katarzyna Kusmierz |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
(a) |
|
|
| |
(b) |
|
|
| |
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
|
|
| |
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF |
7 |
SOLE VOTING POWER
0 |
|
SHARES
BENEFICIALLY
OWNED BY |
8 |
SHARED VOTING POWER
5,900,000 |
|
EACH
REPORTING
PERSON |
9 |
SOLE DISPOSITIVE POWER
0 |
|
WITH
|
10 |
SHARED DISPOSITIVE POWER
5,900,000 |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,900,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| |
|
|
|
| |
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% |
|
14
|
TYPE OF REPORTING PERSON
IN |
| |
|
|
|
|
|
| CUSIP No. 12642Q 10 1 |
13D |
Page 5 of 7 Pages |
| Item 1. | Security and the Issuer. |
This Amendment No. 1 to Schedule 13D (as
amended hereby, the “Schedule 13D”) is being filed by the Reporting Persons identified below to amend and supplement
the Schedule 13D originally filed by the Reporting Persons on August 14, 2014 with respect to the shares of common stock, par value
$0.0001 per share (the “Common Stock”), of CTD Holdings, Inc., a Florida corporation (the “Issuer”).
Unless otherwise indicated, all capitalized
terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended and supplemented hereby, all information
previously filed remains in effect.
| Item 3. | Source or Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is amended by
adding the following paragraph at the end thereof:
On July 10, 2015, Novit entered into a Securities
Purchase Agreement with the Issuer (the “Purchase Agreement”) pursuant to which Novit purchased 900,000 shares of Common
Stock from the Issuer in a private placement for an aggregate purchase price of $450,000. Such shares of Common Stock were purchased
by Novit with its working capital.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended
by restated as follows:
| (a) | As of the date of this filing: |
Novit owns directly 5,900,000 shares of
Common Stock. Based on 57,162,355 shares of Common Stock issued and outstanding as of July 14, 2015 (based on 54,562,355 shares
disclosed by the Issuer as outstanding in the Purchase Agreement, plus the 2,600,000 shares of Common Stock issued thereunder),
the 5,900,000 shares of Common Stock owned by Novit constitute 10.3% of the outstanding shares of Common Stock. Each of Novit US
and Kusmierz may be deemed to own the 5,900,000 shares of Common Stock owned by Novit.
| (b) | Sole power to vote or to direct the vote: 0 |
Shared power to vote or to direct the vote:
Novit, Novit US and Kusmierz share the power
to vote or direct the vote of the 5,900,000 shares of Common Stock owned by Novit.
Sole power to dispose of or to direct the
disposition: 0
Shared power to dispose of or to direct the
disposition:
Novit, Novit US and Kusmierz share the power
to dispose of or direct the disposition of the 5,900,000 shares of Common Stock owned by Novit.
(c) The information provided in Item
3 is hereby incorporated by reference. There have been no other transactions by the Reporting Persons in the shares of Common Stock
during the past 60 days.
(d) Janusz Napiorkowski is the beneficiary
of the NAP Trust which indirectly owns 100% of the partnership interests of Novit, and in such capacity, together with such trust,
has the right to receive dividends from, and proceeds from the sale of, the shares of Common Stock owned by Novit.
(e) Not applicable
| CUSIP No. 12642Q 10 1 |
13D |
Page 6 of 7 Pages |
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: July 14, 2015 |
|
NOVIT, L.P. |
| |
|
|
By: Novit U.S., Inc.,
its General Partner |
| |
|
|
|
| |
|
By: |
/s/ F. Patrick Ostronic |
| |
|
Name: |
Patrick Ostronic |
| |
|
Title: |
Vice President |
| Dated: July 14, 2015 |
|
NOVIT U.S., INC. |
| |
|
|
|
| |
|
|
|
| |
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By: |
/s/ F. Patrick Ostronic |
| |
|
Name: |
F. Patrick Ostronic |
| |
|
Title: |
Vice President
|
| |
|
|
|
| |
|
|
|
| Dated: July 14, 2015 |
|
/s/ Katarzyna Kusmierz |
| |
|
Katarzyna Kusmierz |
| CUSIP No. 12642Q 10 1 |
13D |
Page 7 of 7 Pages |
JOINT FILING AGREEMENT
The undersigned hereby consent to the joint
filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating
to the securities of CTD Holdings, Inc. and hereby affirm that this Schedule 13D is being filed on behalf of each of the undersigned.
| Dated: July 14, 2015 |
|
NOVIT, L.P. |
| |
|
|
By: Novit U.S., Inc.,
its General Partner |
| |
|
|
|
| |
|
By: |
/s/ F. Patrick Ostronic |
| |
|
Name: |
Patrick Ostronic |
| |
|
Title: |
Vice President |
| Dated: July 14, 2015 |
|
NOVIT U.S., INC. |
| |
|
|
|
| |
|
|
|
| |
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By: |
/s/ F. Patrick Ostronic |
| |
|
Name: |
F. Patrick Ostronic |
| |
|
Title: |
Vice President
|
| |
|
|
|
| |
|
|
|
| Dated: July 14, 2015 |
|
/s/ Katarzyna Kusmierz |
| |
|
Katarzyna Kusmierz |