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.
* 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).
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CUSIP No.: 78348J105
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Schedule 13D/A
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only):
Doreen McMorran
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
135,684,316 (1)
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BENEFICIALLY
OWNED BY
EACH
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8
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SHARED VOTING POWER
0
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REPORTING
PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
135,684,316 (1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,684,316
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.64% (2)
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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(1)
Includes 1,809,066 shares held in her name, 87,583,576 shares of common stock that may be
converted under the principal balance and accrued interest of debt conversion agreements with conversion prices ranging from $0.02
to $0.04 per share, warrants that may be exercised upon the above conversions to purchase one shares for every two shares acquired
in the conversions amounting to 43,791,674 shares at prices ranging from $0.02 to $0.06 per share, options that may be exercised
immediately to purchase options that may be exercised immediately to purchase 100,000 shares at a price of $0.04 per share, 500,000
shares at a price of $0.04 per share, options that may be exercised immediately to purchase 500,000 shares at a price of $0.05
per share and options that may be exercised immediately to purchase 1,400,000 shares at a price of $0.02 per share.
(2)
Based
on a total of 123,835,319 shares of the Issuer’s common stock outstanding as of November 2, 2016, including the
derivative securities set forth in Note 1 above which are deemed outstanding for purposes of computing the percentage of
outstanding securities on this Schedule 13D/A.
This Schedule 13D Amendment No. 1 (this “Schedule 13D/A”)
amends the following section of the Schedule 13D filed with the Securities and Exchange Commission on March 3, 2011 (the “Schedule
13D”).
Item 2. IDENTITY AND BACKGROUND.
This Schedule 13D/A is being filed by Doreen McMorran, a
citizen of Canada (the “Reporting Person”). The Reporting Person is currently employed by the Issuer as the head of
Business Development. The Reporting Person’s business address is c/o Skinvisible, Inc. 6320 South Sandhill Road, Suite 10,
Las Vegas, NV 89120.
During the last ten years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been 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.
Item 3 of Schedule 13D is supplemented and amended by the
information below.
1)
On June 30, 2012, the Issuer issued a promissory note to the Reporting Person in the principal
amount of $171,564.22 in consideration of accrued salary and bonuses due from January 1, 2001 to June 30, 2011.The note bears interest
at 10% per annum and matures on June 30, 2017. The note provides the Reporting Person the right to convert the principal amount
of the loan into common stock at $0.04 per share at any time until June 30, 2017. If exercised, the Issuer also agreed to issue
a three year warrant to purchase an aggregate amount of 2,144,553 shares of common shares at a strike price of $0.05 per share.
2)
On December 31, 2012, the Issuer issued a promissory note to the Reporting Person in the principal
amount of $66,281.08 in consideration of accrued salary and bonuses due from July 1, 2013 to December 31, 2012. The note bears
interest at 10% per annum and matures on December 31, 2017. The note provides the Reporting Person the right to convert the principal
amount of the loan into common stock at $0.03 per share at any time until December 31, 2017. If exercised, the Issuer also agreed
to issue a three year warrant to purchase an aggregate amount of 1,104685 shares of common shares at a strike price of $0.04 per
share.
3)
On December 31, 2012, the Issuer granted the Reporting Person the right to convert accrued
interest owed of $ 32,609.07 into commons stock at prices ranging from $0.025 to $0.04 per share. If exercised, the Issuer also
agreed to issue a three year warrant to purchase an aggregate amount of 182,401 shares of common shares at a strike price of
$.025 - .04 per share.
4)
June 30, 2013, the Issuer issued a promissory note to the Reporting Person in the principal
amount of $43,661.87 in consideration of accrued salary and bonuses due from January 1, 2013 to June 30, 2013. The note bears interest
at 10% per annum and matures on June 30, 2018. The note provides the Reporting Person the right to convert the principal amount
of the loan into common stock at $0.03 per share at any time until June 30, 2018. If exercised, the Issuer also agreed to issue
a three year warrant to purchase an aggregate amount of 727,700 shares of common shares at a strike price of $0.04 per share.
5)
On December 31, 2013, the Issuer issued a promissory note to the Reporting Person in the principal
amount of $60,724.66 in consideration of accrued salary and bonuses due from July 1, 2013 to December 31, 2013. The note bears
interest at 10% per annum and matures on December 31, 2018. The note provides the Reporting Person the right to convert the principal
amount of the loan into common stock at $0.02 per share at any time until December 31, 2018. If exercised, the Issuer also agreed
to issue a three year warrant to purchase an aggregate amount of 1,518,114 shares of common shares at a strike price of $0.03 per
share.
6)
On December 31, 2013, the Issuer granted the Reporting Person the right to convert accrued
interest owed of $ $84,977 into commons stock at prices ranging from $0.025 to $0.04 per share. If exercised, the Issuer also agreed
to issue a three year warrant to purchase an aggregate amount of 1,173,867 shares of common shares at a strike price of $.025 -
.04 per share.
7)
On June 30, 2014, the Issuer issued a convertible promissory note to the Reporting Person
to convert her accrued compensation of $48,990.71 as of June 30, 2014 into common stock at $0.025 per share at any time until June
30, 2019. If exercised, the Issuer also agreed to issue a three year warrant to the Reporting Person to purchase an aggregate amount
of 979,800 shares of common shares at a strike price of $0.03 per share.
8)
On December 31, 2014, the Issuer issued a convertible promissory note to the Reporting Person
to convert her accrued compensation of $31,203 as of December 31, 2014 into common stock at $0.04 per share at any time until December
31, 2019. If exercised, the Issuer also agreed to issue a three year warrant to the Reporting Person to purchase an aggregate amount
of 390,043 shares of common shares at a strike price of $0.05 per share.
9)
On December 31, 2014, the Issuer granted the Reporting Person the right to convert accrued
interest owed of $46,702.62 into commons stock at prices ranging from $0.02 to $0.05 per share. If exercised, the Issuer also agreed
to issue a three year warrant to purchase an aggregate amount of 722,981 shares of common shares at a strike price of $.025 - .04
per share.
10)
On December 31, 2015, the Issuer granted the Reporting Person the right to convert accrued
interest owed of $88,560.32 into commons stock at prices ranging from $0.02 to $0.04 per share. If exercised, the Issuer also agreed
to issue a three year warrant to purchase an aggregate amount of 1,264,422 shares of common shares at a strike price of $.025 -
.04 per share.
11)
On December 31, 2015, the Issuer granted the Reporting Person the right to convert her accrued
compensation of $131,266 as of December 31, 2015 into common stock at $0.02 per share at any time until December 31, 2020. If exercised,
the Issuer also agreed to issue a three year warrant to the Reporting Person to purchase an aggregate amount of 3,281,650 shares
of common shares at a strike price of $0.02 per share.
12)
On Feb 10, 2016, the Reporting Person was granted a five year option to purchase 1,400,000
shares of common stock with an exercise price of $0.02 per share under the Issuer’s Stock Option Plan dated July 17, 2006.
13)
On June 30, 2016, the Issuer issued a promissory note to the Reporting Person in the principal
amount of $78,870.40 in consideration of accrued salary and bonuses due from January 1, 2016 to June 30, 2016. The note bears interest
at 10% per annum and matures on June 30, 2021. The note provides the Reporting Person the right to convert the principal amount
of the loan into common stock at $0.02 per share at any time until June 30, 2021. If exercised, the Issuer also agreed to issue
a three year warrant to purchase an aggregate amount of 1,971,760 shares of common shares at a strike price of $0.02 per share.
14)
On October 20, 2016, the Issuer renewed a convertible promissory note to the Reporting Person
dated December 31, 2011 for her accrued compensation of $179,677.66 convertible into common stock at $0.01 per share at any time
until December 31, 2019. If exercised, the Issuer also agreed to issue a three year warrant to the Reporting Person to purchase
an aggregate amount of 8,983,900 shares of common shares at a strike price of $0.02 per share.
15)
On October 20, 2016, the Issuer renewed a convertible promissory note to the Reporting Person
dated December 31, 2011 for her accrued compensation of $58,437.00 convertible into common stock at $0.01 per share at any time
until December 31, 2019. If exercised, the Issuer also agreed to issue a three year warrant to the Reporting Person to purchase
an aggregate amount of 2,921,800 shares of common shares at a strike price of $0.02 per share.
16)
On October 20, 2016, the Issuer renewed a convertible promissory note to the Reporting Person
dated December 31, 2011 for her accrued compensation of $328,481.39 convertible into common stock at $0.01 per share at any time
until December 31, 2019. If exercised, the Issuer also agreed to issue a three year warrant to the Reporting Person to purchase
an aggregate amount of 16,424,000 shares of common shares at a strike price of $0.02 per share.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of Schedule 13D is supplemented and amended by the
information below.
Reference is made to the disclosure set forth under Item
3 of this Schedule 13D/A, which disclosure is incorporated herein by reference.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Reference is made to the disclosure set forth under Items
3, 5 and 7 of this Schedule 13D/A, which disclosure is incorporated herein by reference.
Item 7.
MATERIAL TO BE FILED AS EXHIBITS.
See attached promissory notes dated December 31, 2015 and
June 30, 2016.
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Date:
November 2, 2016
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By:
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/s/ Doreen McMorran
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Doreen McMorran
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