Alliqua BioMedical, Inc. (NASDAQ:ALQA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Amended Perceptive Warrant

As previously reported, on March 7, 2017, 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 Amendment No.1 (the
Amendment) to Forbearance and Amendment Agreement, to which
Perceptive agreed to extend the then current forbearance period
and to forbear from exercising any rights and remedies related to
certain specified defaults under the Credit Agreement and
Guaranty, dated May 29, 2015, by and among the Company, the
Guarantor and Perceptive (the Credit Agreement), as set forth in
the Amendment. In connection with the entry into the Amendment,
the Company and Perceptive also entered into an amendment and
restatement of the warrant (the Third Amended Warrant),
originally issued to Perceptive in connection with the closing of
the Credit Agreement on May 29, 2015, exercisable for 2,000,000
shares of the Companys common stock, par value $0.001 per share
(the Common Stock). The Third Amended Warrant was exercisable at
an exercise price (the Exercise Price) of $0.50, which was
subject to adjustment upon issuance of common stock for
consideration per share less than the Exercise Price in effect
immediately prior to such issuance or sale to a formula set forth
in the Third Amended Warrant.

On April 6, 2017, the Company and Perceptive entered into an
amendment and restatement of the Third Amended Warrant (the
Fourth Amended Warrant) to reduce the Exercise Price from $0.50
to $0.47, reflecting the public offering price of $0.40 per share
(the Public Offering Price) at which the Company sold its Common
Stock in an underwritten public offering that closed on April 3,
2017 (the Public Offering). The Fourth Amended Warrant is
exercisable for 2,000,000 shares of the Companys Common Stock.
Perceptive will not have the right to exercise the Fourth Amended
Warrant to the extent that after giving effect to such exercise,
Perceptive (together with Perceptives affiliates) would
beneficially own in excess of 9.99% of the Common Stock
outstanding immediately after giving effect to such exercise.

The foregoing description of the Fourth Amended Warrant does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Fourth Amended Warrant, a copy
of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.

Adjustment to November 2012 Warrants

In connection with the Public Offering, effective as of April 3,
2017, to an anti-dilution adjustment provision provided in that
certain five-year warrants to purchase Common Stock at an initial
exercise price per share of Common Stock at $2.19 per share,
dated as of November 8, 2012 (the November 2012 Warrants), issued
by the Company in connection with November 8, 2012 private
placement, the exercise price per share of Common Stock was
adjusted to the Public Offering Price. As of April 3, 2017,
November 2012 Warrants to purchase 362,923 shares of Common Stock
were outstanding.

The information regarding the issuance of the Fourth Amended
Warrant set forth under Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference. The Fourth Amended
Warrant offered and issued to Perceptive was not registered under
the Securities Act of 1933, as amended (the Securities Act), or
the securities laws of any state, and was issued in reliance on
the exemption from registration under the Securities Act provided
by Section 4(a)(2) and Regulation D (Rule 506) under the
Securities Act. Perceptive represented that it was an accredited
investor (as defined by Rule 501 under the Securities Act).

As previously reported, on February 27, 2017, to a Securities
Purchase Agreement (the Securities Purchase Agreement) with
certain accredited investors (collectively, the Private Placement
Investors), dated February 27, 2017, the Company sold and issued
to the Private Placement Investors in a private placement an
aggregate of 5,540,000 shares of Common Stock at a purchase price
of $0.50 per share (the Private Placement). The Securities
Purchase Agreement contains a most-favored nation provision that
provides 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. In accordance with this provision, effective as of
April 11, 2017, the Company 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, 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 agreements, each dated March 13, 2017,
between the Company and two Private Placement Investors (the Side
Letters). to the Securities Purchase Agreement and subject to the
Side Letters, on April 11, 2017, the Company issued an aggregate
of 380,717 shares of Common Stock to the Private Placement
Investors (the MFN Shares), and will issue 1,004,283 additional
shares of Common Stock to the Private Placement Investors if it
obtains stockholder approval as may be required by the applicable
rules and regulations of the NASDAQ Capital Market. The MFN
Shares were not registered under the Securities Act, or the
securities laws of any state, and was issued in reliance on the
exemption from registration under the Securities Act provided by
Section 4(a)(2) and Regulation D (Rule 506) under the Securities
Act.

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 down -0.024 at 0.423 with 302,461 shares trading hands.