Alliqua BioMedical, Inc. (NASDAQ:ALQA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
As previously reported, on February 27, 2017, Alliqua BioMedical,
Inc. (the Company) entered into a Securities Purchase Agreement
(the Securities Purchase Agreement), to which the Company issued
and sold an aggregate of 5,540,000 shares of the Companys common
stock in a private placement (the Private Placement) to certain
accredited investors, including Celgene Corporation (Celgene),
and Jerome Zeldis, M.D., Ph.D., the chairman of the Companys
board of directors. The Securities Purchase Agreement included
most-favored nation provisions such that if the Company, 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
Company must amend the terms of the Securities Purchase Agreement
to give the Private Placement investors the benefit of such more
favorable terms or conditions (the MFN Adjustment).
On March 13, 2017, we and Celgene entered into a side letter
agreement (the Celgene Side Letter), to which Celgene agreed to
conditionally waive the MFN Adjustment in the Securities Purchase
Agreement to the extent that the MFN Adjustment would cause
Celgene (together with its affiliates) to beneficially own or
control in excess of 19.9% of the number of shares of common
stock outstanding or the total voting power of the Companys
securities outstanding, immediately after giving effect to such
MFN Adjustment, until the earlier of (i) the Company obtaining
stockholder approval of the issuance of any securities to Celgene
as a result of the MFN Adjustment in excess of the foregoing
thresholds, or (ii) a change of control. In addition, the Celgene
Side Letter provides that the Company will not issue to Celgene
any shares of common stock upon exercise of certain warrants
Celgene holds, to the extent such shares would cause Celgene
(together with its affiliates) to beneficially own or control in
excess of 19.9% of the number of shares of common stock
outstanding or the total voting power of the Companys securities
outstanding unless and until the Company obtains stockholder
approval permitting such issuances. We agreed to use our
reasonable best efforts to solicit the stockholder approval for
the MFN Adjustment for Celgene and the full exercise of Celgenes
warrants at an annual or special meeting of stockholders of the
Company to be promptly called and held prior to May 31, 2017.
On March 13, 2017, we and Dr. Zeldis entered into a side letter
agreement (the Zeldis Side Letter), to which, among other things,
Dr. Zeldis agreed to conditionally waive the MFN Adjustment in
the Securities Purchase Agreement to the extent that the MFN
Adjustment would cause the effective per share purchase price in
the Securities Purchase Agreement, after taking into account the
MFN Adjustment, to be less than the closing bid price of the
Companys common stock on February 27, 2017 (the Market Price),
until the earlier of (i) the Company obtaining stockholder
approval of the issuance of any securities to Dr. Zeldis as a
result of the MFN Adjustment such that it would cause the
effective per share purchase price in the Securities Purchase
Agreement, after taking into account the MFN Adjustment, to be
less than the Market Price, or (ii) a change of control. We
agreed to use our reasonable best efforts to solicit this
stockholder approval at an annual or special meeting of
stockholders of the Company to be promptly called and held prior
to May 31, 2017.
The foregoing descriptions of the Celgene Side Letter and the
Zeldis Side Letter do not purport to be complete and are
qualified in their entirety by reference to the full text of the
Celgene Side Letter and the Zeldis Side Letter, copies of which
are attached hereto as Exhibit 10.1 and Exhibit 10.2,
respectively, and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number | Description | |
| 10.1 |
Side Letter, dated March 13, 2017, betweenAlliqua BioMedical Inc., and Celgene Corporation |
|
| 10.2 |
Side Letter, dated March 13, 2017, betweenAlliqua BioMedical Inc., and Jerome Zeldis, M.D., Ph.D. |
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. Alliqua BioMedical, Inc. (NASDAQ:ALQA) Recent Trading Information
Alliqua BioMedical, Inc. (NASDAQ:ALQA) closed its last trading session up +0.030 at 0.580 with 158,966 shares trading hands.