Alliqua BioMedical, Inc. (NASDAQ:ALQA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On March 13, 2018, Alliqua BioMedical, Inc. (the “Company”), AquaMed Technologies, Inc., a wholly owned subsidiary of the Company (the “Guarantor”), and Perceptive Credit Holdings, L.P. (“Perceptive”) entered into an Amendment Agreement (the “Amendment Agreement”), to which the parties agreed to certain amendments and modifications to the terms of the Credit Agreement and Guaranty, dated May 29, 2015, by and among the Company, the Guarantor and Perceptive (the “Credit Agreement”). The Amendment Agreement provides for, among other things, an additional bridge term loan to the Company in the aggregate principal amount of $2,000,000 (the “Bridge Loan”) to a bridge loan note (the “Bridge Loan Note”). Under the Amendment Agreement, the Company agreed to pay an upfront fee of $250,000 and all fees, costs and expenses payable to the Credit Agreement (including reasonable attorney’s fees of Perceptive). The Bridge Loan Note bears interest at a rate per annum equal to the sum of (i) the greater of (x) LIBOR and (y) 1%, plus (ii) an applicable margin of 9.75%. The Bridge Loan Note matures on the earlier of (i) April 30, 2018 and (ii) the closing date in connection with the previously announced Asset Purchase Agreement, by and between the Company and Celularity Inc, dated January 5, 2018 (the “Asset Purchase Agreement”).
The foregoing descriptions of the Amendment Agreement and Bridge Loan Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment Agreement and Bridge Loan Note, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 15, 2018, Brian Posner delivered his resignation as Chief Financial Officer, Secretary and Treasurer of the Company, effective April 1, 2018, to pursue another professional opportunity. Mr. Posner will continue to serve as the Company’s principal financial officer through April 1, 2018.
In connection with his resignation, on March 15, 2018, the Company and Mr. Posner entered into a general release and severance agreement (the “Separation Agreement”), which becomes effective on the eighth day following execution without revocation. to the Separation Agreement, Mr. Posner released the Company from any and all claims. In consideration of the Separation Agreement and his general release of claims, Mr. Posner is entitled (i) to his 2017 performance bonus in the amount of $118,310.40 (less applicable taxes and other withholdings), and (ii) in the event of the final consummation of the Company’s sale of substantially all of its assets to Celularity, Inc. to the Asset Purchase Agreement, provided such transaction occurs on or before September 30, 2018 (the “Sale Consummation”): (A) severance pay in an amount equal to his base salary for twelve (12) months, less applicable taxes and other withholdings, payable in a lump sum payment on or before the thirtieth (30th) day following the date of the Sale Consummation, and (B) the stock options and restricted stock previously granted to Mr. Posner: (1) shall remain outstanding and eligible for vesting as if he were employed by the Company through the date of the Sale Consummation and shall become fully and immediately vested upon the Sale Consummation, and (2) the stock options shall remain exercisable for two (2) years following April 1, 2018, or, if sooner, until the end of the applicable stock option’s term.
The foregoing description of the Separation Agreement is qualified in its entirety by the full text of the Separation Agreement, which is attached hereto as Exhibit 10.3 and is incorporated by reference herein.
On March 15, 2018, the Company appointed Joseph M. Warusz as its Chief Financial Officer, effective April 1, 2018. Mr. Warusz was not appointed to any arrangement or understanding between the Mr. Warusz and the Company or any other person or entity.
Mr. Warusz, age 61, from 2011-2016, served as the Vice-President Finance and Chief Financial Officer of Soligenix, Inc., with responsibility for financial and operational leadership, developing and executing financing strategies, and all corporate governance and governmental compliance.
Mr. Warusz holds an MBA in finance and a Bachelor of Science degree in accounting from Drexel University and is a certified public accountant.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number | Description |
| 10.1 | Amendment Agreement, dated March 13, 2018, by and among Alliqua BioMedical, Inc., AquaMed Technologies, Inc. and Perceptive Credit Holdings, LP. |
| 10.2 | Bridge Loan Note, dated March 13, 2018, by and among Alliqua BioMedical, Inc., AquaMed Technologies, Inc. and Perceptive Credit Holdings, LP. |
| 10.3 | General Release and Severance Agreement, dated March 15, 2018, by and between Alliqua BioMedical, Inc. and Brian Posner. |
Alliqua BioMedical, Inc. ExhibitEX-10.1 2 tv488649_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT AGREEMENT This AMENDMENT AGREEMENT,…To view the full exhibit click here
About Alliqua BioMedical, Inc. (NASDAQ:ALQA)
Alliqua BioMedical, Inc. is a provider of advanced wound care solutions. The Company’s businesses include advanced wound care and contract manufacturing. The Company operates through its subsidiaries, such as AquaMed Technologies, Inc. and Choice Therapeutics, Inc. The Company is engaged in developing a suite of advanced wound care solutions that will enable surgeons, clinicians and wound care practitioners to address the challenges in chronic and acute wounds. The Company utilizes hydrogel technology through which hydrogels are manufactured by introducing a hydrophilic polymer into water to create a feed mix. The Company’s commercial wound care portfolio consists of over four product categories, such as Human Biologics; Antimicrobial Protection; Exudate Management and Contract Manufacturing. Human Biologics include BIOVANCE and Extracellular Matrix (ECM). Under Antimicrobial Protection, the Company offers TheraBond 3D Antimicrobial Barrier Systems and SilverSeal.