0001354488-13-004937.txt : 20130828 0001354488-13-004937.hdr.sgml : 20130828 20130828165925 ACCESSION NUMBER: 0001354488-13-004937 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130828 DATE AS OF CHANGE: 20130828 GROUP MEMBERS: DAVID STEFANSKY GROUP MEMBERS: HARBORVIEW ADVISORS LLC GROUP MEMBERS: HARBORVIEW CAPITAL MANAGEMENT LLC GROUP MEMBERS: RICHARD ROSENBLUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alliqua, Inc. CENTRAL INDEX KEY: 0001054274 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 582349413 STATE OF INCORPORATION: FL FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85477 FILM NUMBER: 131066554 BUSINESS ADDRESS: STREET 1: 850 THIRD AVENUE STREET 2: SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 800-518-4879 MAIL ADDRESS: STREET 1: 850 THIRD AVENUE STREET 2: SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: HEPALIFE TECHNOLOGIES INC DATE OF NAME CHANGE: 20030529 FORMER COMPANY: FORMER CONFORMED NAME: ZETA CORP DATE OF NAME CHANGE: 20030219 FORMER COMPANY: FORMER CONFORMED NAME: ZETA CORP /CA DATE OF NAME CHANGE: 20000303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBORVIEW MASTER FUND LP CENTRAL INDEX KEY: 0001400704 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HARBOUR HOUSE WATERFORD DRIVE STREET 2: PO BOX 972 CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 294 694 4770 MAIL ADDRESS: STREET 1: HARBOUR HOUSE WATERFORD DRIVE STREET 2: PO BOX 972 CITY: TORTOLA STATE: D8 ZIP: 00000 SC 13D/A 1 alqa_sc13da.htm AMENDMENT NO. 5 alqa_sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*
(Amendment No. 5)

Alliqua, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
019621101
(CUSIP Number)
 
Richard Rosenblum
c/o Harborview Advisors LLC
850 Third Avenue, Suite 1801
New York, NY 10022
(646) 218-1400
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
 
June 28, 2013
(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), (f) or (g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) 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).
 
 
 
 
SCHEDULE 13D
 
CUSIP NO. 019621101
    
 
1
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harborview Value Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS* (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
 
15,727,3941
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
15,727,3941
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,727,3941
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.0%
14
TYPE OF REPORTING PERSON
 
PN
 
1 Consists of (i) 14,227,394 shares of Common Stock held by Harborview Value Master Fund, L.P. and (ii) 1,500,000 shares of Common Stock issuable upon the exercise of warrants held by Harborview Value Master Fund, L.P.
 
 
2
 
 
CUSIP NO. 019621101
    
 
1
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harborview Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS* (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
 
15,727,3941
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
15,727,3941
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,727,3941
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.0%
14
TYPE OF REPORTING PERSON
 
CO
 
1 Consists of (i) 14,227,394 shares of Common Stock held by Harborview Value Master Fund, L.P. and (ii) 1,500,000 shares of Common Stock issuable upon the exercise of warrants held by Harborview Value Master Fund, L.P.
 
 
3
 
 
CUSIP NO. 019621101
    
 
1
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harborview Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS* (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
 
310,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
310,000
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
310,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.01%
14
TYPE OF REPORTING PERSON
 
CO
 
 
4
 
 
CUSIP NO. 019621101
    
 
1
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Rosenblum
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS* (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
 
26,324,5251
8
SHARED VOTING POWER
 
16,037,3942
9
SOLE DISPOSITIVE POWER
 
26,324,5251
10
SHARED DISPOSITIVE POWER
 
16,037,3942
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,361,9193
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.0%
14
TYPE OF REPORTING PERSON
 
IN
 
1 Comprised of (i) 12,790,574 shares of Common Stock held by Mr. Rosenblum individually, (ii) 12,166,667 shares of Common Stock issuable to Mr. Rosenblum upon the exercise of a vested stock option, and (iii) 1,367,284 shares of Common Stock issuable upon the exercise of a warrant held by Mr. Rosenblum.

2 Represents the (i) 14,537,394 shares of Common Stock and (ii) 1,500,000 shares of Common Stock issuable upon the exercise of warrants held by the entities listed on the pages above.

3 Comprised of (i) (a) 14,537,394 shares of Common Stock and (b) 1,500,000 shares of Common Stock issuable upon the exercise of warrants held by the entities listed on the pages above, (ii) 12,790,574 shares of Common Stock held by Mr. Rosenblum individually, (iii) 12,166,667 shares of Common Stock issuable to Mr. Rosenblum upon the exercise of a vested stock option, and (iv) 1,367,284 shares of Common Stock issuable upon the exercise of a warrant held by Mr. Rosenblum.
 
5
 
 
CUSIP NO. 019621101
    
 
1
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Stefansky
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS* (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
 
21,782,8981
8
SHARED VOTING POWER
 
16,037,3942
9
SOLE DISPOSITIVE POWER
 
21,782,8981
10
SHARED DISPOSITIVE POWER
 
16,037,3942
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
37,820,292 3
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.6%
14
TYPE OF REPORTING PERSON
 
IN
 
1 Comprised of (i) 8,548,331 shares of Common Stock held by Mr. Stefansky individually, (ii) 8,499,999 shares of Common Stock issuable to Mr. Stefansky upon the exercise of a vested stock option, and (iii) 4,734,568 shares of Common Stock issuable upon the exercise of warrants held by Mr. Stefansky.

2 Represents the (i) 14,537,394 shares of Common Stock and (ii) 1,500,000 shares of Common Stock issuable upon the exercise of warrants held by the entities listed on the pages above.

3 Comprised of (i) (a) 14,537,394 shares of Common Stock and (b) 1,500,000 shares of Common Stock issuable upon the exercise of warrants held by the entities listed on the pages above, (ii) 8,548,331 shares of Common Stock held by Mr. Stefansky individually, (iii) 8,499,999 shares of Common Stock issuable to Mr. Stefansky upon the exercise of a vested stock option, and (iv) 4,734,568 shares of Common Stock issuable upon the exercise of warrants held by Mr. Stefansky.
 
 
6
 
 
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) is filed by and on behalf of each reporting person to amend the Schedule 13D related to the Common Stock of the Issuer filed on May 21, 2010, as amended by Amendment No. 1 to Schedule 13D filed on January 11, 2011, as amended by Amendment No. 2 to Schedule 13D filed on March 3, 2011, as amended by Amendment No. 3 to Schedule 13D filed on January 18, 2012, as amended by Amendment No. 4 to Schedule 13D filed on November 21, 2012 (the “Schedule 13D”). This Amendment No. 5 is filed to disclose an increase in the percentage of the Common Stock that may be deemed to be beneficially owned by the reporting persons. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
 
ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The table in Item 5(c) is incorporated herein by reference.
  
ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

Item 5(a), (b) and (c) are amended and restated in their entirety as follows:

(a) (b) Harborview Value Fund is the beneficial owner of the number and percentage of shares of Common Stock of the Issuer stated in Items 11 and 13 on the corresponding cover page hereto (the “Harborview Value Fund Shares”). The Harborview Value Fund Shares are also reported as beneficially owned by Harborview Advisors, as the general partner of Harborview Value Fund, and by Rosenblum and Stefansky, as the managing members of Harborview Advisors. Harborview Management is the beneficial owner of the number and percentage of shares of Common Stock of the Issuer stated in Items 11 and 13 on the corresponding cover page hereto (the “Harborview Management Shares”).  The Harborview Management Shares are also reported as beneficially owned by Rosenblum and Stefansky, as the managing members of Harborview Management.  By reason of these relationships, each of Harborview Value Fund and Harborview Advisors are reported as having sole power to vote, or to direct the vote, and sole power to dispose, or direct the disposition of, the Harborview Value Fund Shares, Harborview Management is reported as having sole power to vote, or to direct the vote, and sole power to dispose, or direct the disposition of, the Harborview Management Shares, and each of Rosenblum and Stefansky are reported as having shared power to vote, or to direct the vote, and shared power to dispose, or direct the disposition of, the Harborview Value Fund Shares and the Harborview Management Shares.  Each of Rosenblum and Stefansky is the beneficial owner of the number and percentage of shares of Common Stock of the Issuer stated in Items 11 and 13 on the corresponding cover page hereto.

All percentages set forth in this statement are based upon 310,131,415 shares of Common Stock outstanding.

(c) Below is a table illustrating the transactions involving the Common Stock by the Reporting Persons since November 8, 2012:

Transaction Date (Month/Day/Year)
Purchaser
Amount of Common Stock (acquired or disposed)
Price Per Share
Form of Acquisition
02/22/2013
Stefansky
1,234,568 acquired
See footnote 1
See footnote 1
02/22/2013
Rosenblum
1,234,568 acquired
See footnote 2
See footnote 2
06/28/2013
Stefansky
1,234,568 acquired
See footnote 3
See footnote 3
 
 
7
 
 
Transaction Date (Month/Day/Year) Purchaser
Amount of Common Stock (acquired or disposed)
 Price Per Share Form of Acquisition
06/28/2013
Rosenblum
8,144,719 acquired
See footnote 4
See footnote 4
 
1.  
Mr. Stefansky purchased, as part of a private placement transaction on February 22, 2013, 617,284 units at a price per unit of $0.081, with each unit consisting of 1 share of Common Stock and an immediately exercisable warrant to purchase 1 share of Common Stock.

2.  
Mr. Rosenblum purchased, as part of a private placement transaction on February 22, 2013, 617,284 units at a price per unit of $0.081, with each unit consisting of 1 share of Common Stock and an immediately exercisable warrant to purchase 1 share of Common Stock.

3.  
Mr. Stefansky purchased, as part of a private placement transaction on June 28, 2013, 617,284 units at a price per unit of $0.081, with each unit consisting of 1 share of Common Stock and an immediately exercisable warrant to purchase 1 share of Common Stock.

4.  
On June 28, 2013, Mr. Rosenblum entered into a separation and release agreement with the Company (the “Rosenblum Separation and Release Agreement”), pursuant to which Mr. Rosenblum’s employment agreement with the Company was terminated as of December 31, 2012 and Mr. Rosenblum released the Company and its employees, directors and affiliates from any claims Mr. Rosenblum may have against them in exchange for the immediate vesting of all of unvested options to purchase 5,500,000 shares of Common Stock that were granted to Mr. Rosenblum under his employment agreement with the Company and the Company entering into a consulting agreement with Mr. Rosenblum.  Pursuant to the consultant agreement between Mr. Rosenblum and the Company, dated June 28, 2013 (the “Rosenblum Consulting Agreement”), in exchange for Mr. Rosenblum providing consulting services to the Company from January 1, 2013 to December 31, 2014, the Company, among other things, issued to Mr. Rosenblum 8,144,719 shares of Common Stock.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is amended to add the following:

On February 22, 2013, the Issuer entered into a securities purchase agreement (the “February Securities Purchase Agreement”) with Mr. Stefansky and Mr. Rosenblum, among certain other accredited investors, pursuant to which the Issuer issued to each of Mr. Stefansky and Mr. Rosenblum (i) 617,284 shares of Common Stock and (ii) a five year warrant (the “February Warrant”) to purchase up to 617,284 shares of Common Stock at an exercise price of $0.097 per share, in exchange for consideration by each of Messrs. Stefansky and Rosenblum of $50,000.

The foregoing description of the February Securities Purchase Agreement and the February Warrant are qualified in their entirety by reference to the February Securities Purchase Agreement and the February Warrant, which are filed as Exhibits 99.7 and 99.8, respectively, hereto and incorporated by reference herein.

On June 28, 2013, the Issuer entered into a securities purchase agreement (the “June Securities Purchase Agreement”) with Mr. Stefansky, among certain other accredited investors, pursuant to which the Issuer issued to Mr. Stefansky (i) 617,284 shares of Common Stock and (ii) a five year warrant (the “June Warrant”) to purchase up to 617,284 shares of Common Stock at an exercise price of $0.097 per share, in exchange for consideration by Mr. Stefansky of $50,000.
 
 
8
 
 
The foregoing description of the June Securities Purchase Agreement and the June Warrant are qualified in their entirety by reference to the June Securities Purchase Agreement and the June Warrant, which are filed as Exhibits 99.9 and 99.10, respectively, hereto and incorporated by reference herein.

Footnote 4 in Item 5 above is incorporated herein by reference.

The foregoing description of the Rosenblum Separation and Release Agreement and the Rosenblum Consulting Agreement are qualified in their entirety by reference to Rosenblum Separation and Release Agreement and the Rosenblum Consulting Agreement, which are filed as Exhibits 99.11and 99.12, respectively, hereto and incorporated by reference herein.
 
ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

The following are filed as exhibits hereto:

Exhibit
  
Description of Exhibit
99.1
  
Form of Securities Purchase Agreement, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on February 21, 2012).
99.2
  
Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on February 21, 2012).
99.3
  
Securities Purchase Agreement, dated as of August 14, 2012, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on August 16, 2012).
99.4
  
Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on August 16, 2012).
99.5
  
Securities Purchase Agreement, dated as of November 8, 2012, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on November 14, 2012).
99.6
  
Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on November 14, 2012).
99.7
  
Securities Purchase Agreement, dated as of February 22, 2013, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on February 25, 2013).
99.8
  
Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on February 25, 2013).
99.9
  
Securities Purchase Agreement, dated as of June 28, 2013, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.3 to Form 8-K of the Issuer, filed on July 7, 2013).
99.10
  
Form of Warrant (incorporated by reference to Exhibit 10.4 to Form 8-K of the Issuer, filed on July 7, 2013).
99.11
  
Separation and Release Agreement, dated June 28, 2013, by and between Alliqua, Inc. and Richard Rosenblum (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on July 7, 2013).
99.12
  
Consulting Agreement, dated June 28, 2013, by and between Alliqua, Inc. and Richard Rosenblum (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on July 7, 2013).
 
Joint Filing Agreement.

 
9
 
 
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
 
 
  Harborview Master Fund, L.P.  
       
  By: Harborview Advisors, LLC, its general partner  
       
Date: August 28, 2013
By:
/s/ Richard Rosenblum  
    Richard Rosenblum   
    Managing Member  

  Harborview Value Master Fund, L.P.  
       
  By: Harborview Advisors, LLC, its general partner  
       
 
By:
/s/ Richard Rosenblum  
    Richard Rosenblum  
    Managing Member  
 
  Harborview Advisors, LLC  
       
 
By:
/s/ Richard Rosenblum  
    Richard Rosenblum  
    Managing Member  
     
  Harborview Capital Management, LLC  
       
 
By:
/s/ Richard Rosenblum  
    Richard Rosenblum  
    Managing Member  

  Richard Rosenblum  
       
 
By:
/s/ Richard Rosenblum  
       
  David Stefansky  
       
  By: /s/ David Stefansky  
 
 
10
 
 
EXHIBITS
 

Exhibit
  
Description of Exhibit
99.1
  
Form of Securities Purchase Agreement, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on February 21, 2012).
99.2
  
Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on February 21, 2012).
99.3
  
Securities Purchase Agreement, dated as of August 14, 2012, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on August 16, 2012).
99.4
  
Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on August 16, 2012).
99.5
  
Securities Purchase Agreement, dated as of November 8, 2012, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on November 14, 2012).
99.6
  
Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on November 14, 2012).
99.7
  
Securities Purchase Agreement, dated as of February 22, 2013, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on February 25, 2013).
99.8
  
Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on February 25, 2013).
99.9
  
Securities Purchase Agreement, dated as of June 28, 2013, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.3 to Form 8-K of the Issuer, filed on July 7, 2013).
99.10
  
Form of Warrant (incorporated by reference to Exhibit 10.4 to Form 8-K of the Issuer, filed on July 7, 2013).
99.11
  
Separation and Release Agreement, dated June 28, 2013, by and between Alliqua, Inc. and Richard Rosenblum (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on July 7, 2013).
99.12
  
Consulting Agreement, dated June 28, 2013, by and between Alliqua, Inc. and Richard Rosenblum (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on July 7, 2013).
 
Joint Filing Agreement.

 
 
11
EX-99.13 2 alqa_ex9913.htm EXHIBIT 99.13 alqa_ex9913.htm
EXHIBIT 99.13

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act, or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto), with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto.  This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date below.

Date: August 28, 2013
 
Harborview Master Fund, L.P.
  
       
 
By: 
Harborview Advisors, LLC, its general partner
  
       
       
 
By: 
/s/ Richard Rosenblum
  
   
Name: 
Richard Rosenblum
  
   
Title:
Managing Member
  
         
 
Harborview Value Master Fund, L.P.
  
         
 
By: 
Harborview Advisors, LLC, its general partner
  
         
         
 
By: 
/s/ Richard Rosenblum
  
   
Name: 
Richard Rosenblum
  
   
Title:
Managing Member
  
         
 
Harborview Advisors, LLC
  
         
         
 
By: 
/s/ Richard Rosenblum
  
   
Name: 
Richard Rosenblum
  
   
Title:
Managing Member
  
         
 
Harborview Capital Management, LLC
  
         
         
 
By: 
/s/ Richard Rosenblum
  
   
Name: 
Richard Rosenblum
  
   
Title:
Managing Member
  
         
 
Richard Rosenblum
  
         
 
/s/ Richard Rosenblum
  
         
 
David Stefansky
  
         
 
/s/ David Stefansky