Alliqua BioMedical, Inc. (NASDAQ:ALQA) Files An 8-K Termination of a Material Definitive AgreementItem 1.02
On May 7, 2018, in connection with the completion of the Asset Sale (as defined below), Alliqua BioMedical, Inc. (the “Company”) terminated its Credit Agreement and Guaranty (the “Credit Agreement”), dated as of May 29, 2015, as amended, by and among the Company, AquaMed Technologies, Inc., a wholly owned subsidiary of the Company (“Guarantor”), and Perceptive Credit Holdings LP (“Perceptive”). The Credit Agreement provided for a senior secured term loan in a single borrowing to the Company in the principal amount of approximately $15.5 million. The full unpaid principal amount of the term loan was to mature on May 29, 2019. In connection with the termination of the Credit Agreement, the Company also paid to Perceptive an exit fee in the amount of $242,695.60 and a prepayment premium of $242,695.60.
The Company also terminated the related Pledge and Security Agreement, dated as of May 29, 2015, by and among the Company, Guarantor and Perceptive.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On May 7, 2018, the Company completed the sale (the “Asset Sale”) of substantially all of its assets to Celularity, Inc. (the “Buyer”), including certain assets comprising its MIST, Biovance and Interfyl product lines (the “Purchased Assets”) to the terms of the Asset Purchase Agreement, dated January 5, 2018 (the “Asset Purchase Agreement”) with Buyer. As consideration for the Purchased Assets, Buyer paid a purchase price of $29 million in cash. No debt or significant liabilities were assumed by Buyer in the Asset Sale.
Under the terms of the Asset Purchase Agreement, the Company retained certain specified assets, including, among other things, cash, accounts receivable and its hydrogel contract manufacturing business, including its SilverSeal and Hydress product lines.
The foregoing description of the Asset Purchase Agreement and the Asset Sale does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement which was filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2018 and is incorporated herein by reference.
On May 7, 2018, the Company issued a press release in which it announced that it completed the Asset Sale to the Asset Purchase Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (b) | Pro Forma Financial Information |
The Company’s unaudited pro forma consolidated financial information for the years ended December 31, 2017 and 2016 included in the Company’s definitive proxy statement filed with the SEC on March 30, 2018, beginning on page 65 is incorporated herein by reference.
| Exhibit Number | Description |
| 2.1* | Asset Purchase Agreement, dated January 5, 2018, between Alliqua BioMedical, Inc. and Celularity Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 5, 2018). |
| 99.1 | Press Release, dated May 7, 2018, issued by Alliqua BioMedical, Inc. |
| 99.2 | Unaudited pro forma financial information of the Company (incorporated by reference to the Company’s definitive proxy statement filed on March 30, 2018). |
* Schedules have been omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request, subject to the Company’s right to request confidential treatment of any requested schedule.
Alliqua BioMedical, Inc. ExhibitEX-99.1 2 tv493310_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 May 7,…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.
