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