UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
AMENDMENT NO. 2
TO
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
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DS HEALTHCARE GROUP, INC.
(Name of Subject Company)
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DS HEALTHCARE GROUP, INC.
(Name of Persons Filing Statement)
____________________________
Common Stock, par value $0.001 per share
(Title of Class of Securities)
0001463959
(CUSIP Number of Class of Securities)
Myron Lewis
Chairman of the Board
DS Healthcare Group, Inc.
5379 Lyons Rd.
Coconut Creek, FL 33073
(888) 404-7770
(Name, address and telephone numbers of person authorized to receive notice and communications on behalf of the persons filing statement)
With copies to:
Board of Directors
DS Healthcare Group, Inc.
5379 Lyons Rd.
Coconut Creek, FL 33073
(888) 404-7770
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 2 (this “Amendment”) to Schedule 14D-9 amends the “Recommendation of the Board”in Item 4 of the Recommendation Statement on Schedule 14D-9, initially filed by DS Healthcare Group, Inc. (“Company”), a Florida Corporation, with the U.S. Securities and Exchange Commission on Wednesday, May 30, 2018 relating to the Tender Offer by Medilogistics Corp, (“Purchaser”), a Florida corporation and a wholly owned subsidiary of Medilogistics LLC. (“Parent”), a Delaware corporation, formed by Fernando Tamez Gutierrez (“Gutierrez”) and Miguel Gomez Mont filed with the U.S. Securities and Exchange Information on April 30, with amendments of the Tender Offer on May 10, 2018, May 16, 2018, May 21, 2018, May 29, 2018, June 6, 2018 and June 12, 2018.
Item 4. The Solicitation or Recommendation
Recommendation of the Board.
After careful review of the tender offer by Medilogistics, the Board of Directors of DS Healthcare Group, Inc has dropped its opposition to the offer and recommends that shareholders of DS Healthcare Group tender their shares if they have not already done so.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to the Form 14D-9 is true, complete and correct.
| Dated: June 18, 2018 | |
| DS HEALTHCARE GROUP, INC. | |
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| By: | /s/ Myron Lewis |
| Name: | Myron Lewis |
| Title: | Chairman of the Board |
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