UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Alliqua BioMedical, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

019621200

(CUSIP Number)

Mark J. Alles

Chief Executive Officer
Celgene Corporation

86 Morris Avenue

Summit, New Jersey 07901

(908) 673-9000 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 23, 2017

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(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 Rule 13d-7 for other parties to whom copies are to be sent.

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

This Amendment No. 8 amends the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “Commission”) on November 27, 2013, as amended by Amendment No. 1 filed with the Commission on March 7, 2014, Amendment No. 2 filed with the Commission on April 15, 2014, Amendment No. 3 filed with the Commission on May 4, 2015, Amendment No. 4 filed with the Commission on March 1, 2017, Amendment No. 5 filed with the Commission on March 16, 2017, Amendment No. 6 filed with the Commission on March 29, 2017, and Amendment No. 7 filed with the Commission on April 13, 2017, by Celgene Corporation (“Celgene”) with respect to common stock, par value $0.001 per share (“Common Stock”), of Alliqua BioMedical, Inc., a Delaware corporation (“Alliqua”). Capitalized terms used, but not defined herein, have the meanings ascribed to them in the Schedule 13D.  

No modification.

Item 2 is hereby amended and supplemented by adding the Schedule A hereto. During the past five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, 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.

No modification. 

Item 4 is hereby amended and supplemented by adding the following:

Pursuant to the Securities Purchase Agreement’s “most-favored nation” provision and subject to the Side Letter, on June 23, 2017, following Alliqua shareholders’ approval on such date of (a) the issuance of more than 19.9% of the outstanding shares of Common Stock (measured as of February 27, 2017) pursuant to the “most favored nation” provision of the Securities Purchase Agreement in accordance with NASDAQ Stock Market Rule 5635(d) and (b) the issuance of shares of Common Stock upon exercise of certain warrants to purchase shares of the Common Stock issued by Alliqua to Celgene on November 18, 2013 and on April 14, 2014, which issuance may result in a change of control of the Company, in accordance with NASDAQ Stock Market Rule 5635(b) (such approvals, the “Shareholder Approvals”), Alliqua issued 703,723 additional shares of Common Stock to Celgene (the “Additional MFN Shares”).

Item 5(a)-(c) is hereby amended and supplemented by adding the following:

Following the Shareholder Approvals and the issuance of the Additional MFN Shares, Celgene beneficially owns 9,025,194 shares of Common Stock (including 979,094 shares of Common Stock underlying warrants that are exercisable immediately), representing approximately 18.8% of the shares of Common Stock outstanding as of Jun 23, 2017. 

No modification.

No modification.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

June 27, 2017

SCHEDULE A

Name, business address, present principal occupation or employment and place of citizenship of the directors 
and executive officers of the Reporting Person

The name, business address and present principal occupation or employment of each of the directors and executive officers of the Reporting Person are set forth below. The business address of each director and executive officer is c/o 86 Morris Avenue, Summit, New Jersey 07901. Unless otherwise indicated, each director and executive officer is a citizen of the United States.

CELGENE CORPORATION — BOARD OF DIRECTORS

CELGENE CORPORATION — EXECUTIVE OFFICERS