CUSIP No. 74837Q106
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Phronesis Partners, L.P.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 0
8. Shared Voting Power 6,246,484
9. Sole Dispositive Power 0
10. Shared Dispositive Power 6,246,484
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,246,484
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 16.7%
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14. Type of Reporting Person (See Instructions)
PN
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CUSIP No. 74837Q106
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
James E. Wiggins
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions) AF
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5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization United States
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Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 0
8. Shared Voting Power 6,246,484
9. Sole Dispositive Power 0
10. Shared Dispositive Power 6,246,484
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,246,484
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 16.7%
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14. Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer
Quick-Med Technologies, Inc. (the "Issuer"), Common Stock, $0.0001 par
value (the "Shares").
The address of issuer is 902 N.W. 4th Street, Gainesville, Florida 32601.
Item 2. Identity and Background
(a-c, f) This Schedule D is being filed by Phronesis Partners, L.P. (the
"Partnership") and James E. Wiggins, the general partner of the Partnership
(each of the partnership and James E. Wiggins may be referred to herin as
a "Reporting Person" and collectively may be referred to as "Reporting
Persons").
The Partnership is a Delaware limited partnership and James E. Wiggins is a
United States citizen. The principal business address for the Partnership and
James E. Wiggins is 130 East Chestnut Street, Suite 403, Columbus, Ohio 43215.
(d) James E. Wiggins has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgement, 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
As of the date hereof Phronesis Partners, L.P. may be deemed to beneficially
own 6,246,484 Shares.
As of the date hereof James E. Wiggins may be deemed to beneficially own
6,246,484 Shares.
Item 4. Purpose of Transaction
The Shares held by the Reporting Persons were acquired for, and are being held
for, investment purposes only. The acquisitions of the Shares were made in the
ordinary course of the Reporting Persons' business or investment activities, as
the case may be.
Although it has no concrete plans to do so, the Reporting Persons may also
engage in and may plan for their engagement in:
(1) the acquisition of additional Shares of the Issuer,or the disposition
of Shares of the Issuer;
(2) an extraordinary corporate transaction,such as a merger,
reorganization or liquidation, involving the Issuer;
(3) a sale or transfer of a material amount of assets of the Issuer;
(4) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(5) any material change in the present capitalization or dividend policy
of the Issuer;
(6) any other material change in the Issuer's business or corporate
structure;
(7) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(8) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
on an inter-dealer quotation system of a registered national
securities association;
(9) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
and/or
(10) any action similar to those enumerated above.
Any future decisions of the Reporting Persons to take any such actions with
respect to the Issuer or its securities will take into account various factors,
including the prospects of the Issuer, general market and economic conditions
and other factors deemed relevant.
Item 5. Interest in Securities of the Issuer
(a, b) As of the date hereof, Phronesis Partners, L.P. may be deemed to be the
beneficial owner of 6,246,484 Shares, constituting 16.7% of the Shares of the
Issuer, based upon the 37,346,154 Shares outstanding as of February, 10 2014,
the date of the Issuer's most recent Form 10-Q.
Phronesis Partners, L.P. has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 6,246,484 Shares;
has sole power to dispose or direct the disposition of 0 Shares; and has
shared power to dispose or direct the disposition of 6,246,484 Shares.
(a, b) As of the date hereof, James E. Wiggins may be deemed to be the
beneficial owner of 6,246,484 Shares, constituting 16.7% of the Shares of the
Issuer, based upon the 37,346,154 Shares outstanding as of September, 11 2013,
the date of the Issuer's most recent Form 10-K.
James E. Wiggins has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 6,246,484 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 6,246,484 Shares.
James E. Wiggins specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest therein.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares by the Reporting Persons in the past 60 days
are set forth in Exhibit B.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
In March 2010, the Issuer entered into an agreement with Phronesis Partners,
L.P. ("Phronesis") pursuant to which Phronesis was issued a 2010 senior
convertible promisory note for $1,053,000 (the "Note"). The Note bears interest
at 8% per annum with a conversion price of $0.60 per share and a maturity date
of December, 31 2013. The Note is secured by the personal property assets of
the Issuer. Quick-Med is currently in default on the note agreements with
Phronesis. Quick-Med and Phronesis entered into a Forebearance Agreement in
January of 2014 which allows a period of time to restructure or amend the notes.
Phronesis Partners, L.P. is a party to a stockholders agreement dated November
30, 2004 (the "Agreement"). The agreement places certain restrictions on the
ability of Phronesis Partners, L.P. to transfer or dispose of the Shares.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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.
Phronesis Partners, L.P.
By: James E. Wiggins, General Partner
/s/ James E Wiggins
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By: James E. Wiggins
/s/ James E. Wiggins
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James E. Wiggins
February, 14 2014
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Date
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated February, 10 2014 relating
to the Common Stock, $0.0001 par value of Quick-Med Technologies, Inc. shall
be filed on behalf of the undersigned.
Phronesis Partners, L.P.
By: James E. Wiggins, General Partner
/s/ James E. Wiggins
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By: James E. Wiggins
/s/ James E. Wiggins
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James E. Wiggins
February, 14 2014
Exhibit B
Transactions in the Shares
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TRANSACTIONS BY PHRONESIS PARTNERS, L.P.
Date of Number of Shares
Transaction Purchase/(Sold) Price of Shares
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