Alliqua BioMedical, Inc. (NASDAQ:ALQA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On March 29, 2017, Alliqua BioMedical, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
H.C. Wainwright Co., LLC (the Underwriter), relating to an
underwritten public offering of 9,473,250 shares (the Shares) of
the Companys common stock, par value $0.001 per share (the Common
Stock). All of the Shares are being sold by the Company. The
offering price to the public of the Shares is $0.40 per share,
and the Underwriter has agreed to purchase the Shares from the
Company to the Underwriting Agreement at a price of $0.372 per
share. After deducting the total underwriting discounts and
commissions of $265,251, the Company expects to receive net
proceeds from the offering of $3,524,049, before expenses.
to the Underwriting Agreement, the Company, in connection with
the offering, agreed to issue to the Underwriter warrants to
purchase up to 236,831 shares of Common Stock of the Company, or
2.5% of the number of shares of Common Stock sold in the Offering
(the Underwriter Warrants and together with the shares issuable
upon exercise of the Underwriter Warrants, the Underwriter
Securities). The Underwriter Warrants will be exercisable at any
time and from time to time, in whole or in part, following the
date of issuance and ending five years from the date of the
execution of the Underwriting Agreement, at a price per share
equal to $0.44 (110% of the offering price to the public per
Share).
The Shares will be issued to the Companys shelf registration
statement on Form S-3 (Registration Statement No. 333-197844)
previously filed with the Securities and Exchange Commission (the
Commission) and declared effective by the Commission on September
25, 2014. A preliminary prospectus supplement and prospectus
supplement and the accompanying prospectus relating to the
offering have been filed with the Commission. The offering is
expected to close on or about April 3, 2017, subject to
satisfaction of customary closing conditions.
A copy of the legal opinion and consent of Haynes and Boone, LLP
relating to the validity of the issuance and sale of the Shares
is attached as Exhibit 5.1 hereto.
The Underwriting Agreement contains customary representations and
warranties, agreements and obligations, conditions to closing and
termination provisions. The Underwriting Agreement provides for
indemnification by the Underwriter of the Company, its directors
and certain of its executive officers, and by the Company of the
Underwriter, for certain liabilities, including liabilities
arising under the Securities Act of 1933, as amended, and affords
certain rights of contribution with respect thereto. The
foregoing description of the Underwriting Agreement is qualified
in its entirety by reference to the Underwriting Agreement, which
is attached as Exhibit 1.1 hereto and incorporated by reference
herein.
| Item 8.01 | Other Events. |
On March 29, 2017, the Company issued a press release announcing
the pricing of the underwritten public offering of its Common
Stock. A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit Number |
Description | |
| 1.1 |
Underwriting Agreement, dated March 29, 2017, by and between Alliqua BioMedical, Inc. and H.C. Wainwright Co., LLC |
|
| 5.1 | Opinion of Haynes and Boone, LLP. | |
| 23.1 | Consent of Haynes and Boone, LLP (contained in Exhibit 5.1). | |
| 99.1 | Press release dated March 29, 2017. |
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 00.000 at 0.470 with 1,291,691 shares trading hands.
