0001209191-17-026849.txt : 20170413
0001209191-17-026849.hdr.sgml : 20170413
20170413160705
ACCESSION NUMBER: 0001209191-17-026849
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170411
FILED AS OF DATE: 20170413
DATE AS OF CHANGE: 20170413
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Alliqua BioMedical, Inc.
CENTRAL INDEX KEY: 0001054274
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 582349413
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1010 STONY HILL ROAD
STREET 2: SUITE 200
CITY: YARDLEY
STATE: PA
ZIP: 19067
BUSINESS PHONE: 215-702-8550
MAIL ADDRESS:
STREET 1: 1010 STONY HILL ROAD
STREET 2: SUITE 200
CITY: YARDLEY
STATE: PA
ZIP: 19067
FORMER COMPANY:
FORMER CONFORMED NAME: Alliqua, Inc.
DATE OF NAME CHANGE: 20101222
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CELGENE CORP /DE/
CENTRAL INDEX KEY: 0000816284
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36278
FILM NUMBER: 17760710
BUSINESS ADDRESS:
STREET 1: 86 MORRIS AVENUE
CITY: SUMMIT
STATE: NJ
ZIP: 07901
BUSINESS PHONE: (908)673-9000
MAIL ADDRESS:
STREET 1: 86 MORRIS AVENUE
CITY: SUMMIT
STATE: NJ
ZIP: 07901
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-04-11
0
0001054274
Alliqua BioMedical, Inc.
ALQA
0000816284
CELGENE CORP /DE/
86 MORRIS AVENUE
SUMMIT
NJ
07901
0
0
1
0
Common Stock
2017-04-11
4
J
0
296277
0.00
A
7342377
D
Pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated February 27, 2017, with the Issuer, the Reporting Person purchased in a private placement (the "Private Placement") 4,000,000 shares of Common Stock at a purchase price of $0.50 per share (the "Per Share Purchase Price"). The Securities Purchase Agreement contains a "most-favored nation" provision that provides that if the Issuer, during 120 days from February 27, 2017, issues or sells any Common Stock or Common Stock equivalents reasonably believed to be more favorable in terms or conditions than the Private Placement, the Issuer must amend the terms of the Securities Purchase Agreement to give the Private Placement investors, including the Reporting Person, the benefit of such more favorable terms or conditions.
In accordance with this provision, effective as of April 11, 2017, following a public offering of Common Stock at a purchase price of $0.40 per share (the "Public Offering Price") on April 3, 2017, the Issuer adjusted the Per Share Purchase Price to the Public Offering Price, and is required to issue additional shares of Common Stock to the Private Placement investors, including the Reporting Person, which issuance is subject to stockholder approval as may be required by the applicable rules and regulations of the NASDAQ Capital Market and certain side letter agreement, dated March 13, 2017, between the Issuer and the Reporting Person (the "Side Letter").
Pursuant to the Securities Purchase Agreement and subject to the Side Letter, on April 11, 2017, the Issuer issued 296,277 shares of Common Stock to the Reporting Person (the "MFN Shares"), and will issue 703,723 additional shares of Common Stock to the Reporting Person if the Issuer obtains stockholder approval as may be required by the applicable rules and regulations of the NASDAQ Capital Market.
/s/ Peter N. Kellogg, Executive Vice President and Chief Financial Officer
2017-04-13