Alliqua BioMedical, Inc. (NASDAQ:ALQA) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02

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, Alliqua BioMedical, Inc.
(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. On April 3,
2017, the Company completed a public offering of its common stock
at a public offering price of $0.40 per share. As a result of the
public offering, and to the most favored nation provision of the
Securities Purchase Agreement, effective as of April 11, 2017,
the Company adjusted the per share purchase price under the
Securities Purchase Agreement to equal the $0.40 per share public
offering price, and would therefore need to issue an aggregate of
1,385,000 additional shares of common stock to the Private
Placement Investors, for no additional consideration. On April
11, 2017, the Company issued an aggregate of 380,717 shares of
common stock to the Private Placement Investors, with the
remaining 1,004,283 additional shares of common stock (the
Remaining MFN Shares) to be issued to the Private Placement
Investors subject to stockholder approval as may be required by
the applicable rules and regulations of the NASDAQ Capital
Market.

On June 23, 2017, the Company held its 2017 annual meeting of
stockholders (the Annual Meeting). At the Annual Meeting, the
stockholders approved the issuance of the Remaining MFN Shares,
and, following the Annual Meeting, on June 23, 2017, the Company
issued the Remaining MFN Shares to the Private Placement
Investors. The Remaining MFN Shares were not registered under the
Securities Act of 1933, as amended (the Securities Act), or the
securities laws of any state, and were 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.

At the Annual Meeting, the stockholders approved an amendment to
the Companys 2014 Long-Term Incentive Plan (the 2014 Plan) to
increase the total number of shares of common stock reserved for
issuance under the 2014 Plan by an additional 4,000,000 shares,
to a total of 9,500,000 shares (the Plan Amendment). The Plan
Amendment had been previously approved by the Companys board of
directors (the Board) on April 26, 2017, subject to stockholder
approval.

For more information about the Plan Amendment and the 2014 Plan,
see the Companys definitive proxy statement for the Annual
Meeting, originally filed with the Securities and Exchange
Commission on May 9, 2017 (the 2017 Proxy), the relevant portions
of which are incorporated herein by reference. The description of
the Plan Amendment above and such portions of the 2017 Proxy are
qualified in their entirety by reference to the full text of the
Plan Amendment, filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.

At the Annual Meeting, the following eight proposals were
submitted to a vote of the Companys stockholders:

For more information about the foregoing proposals, see the 2017
Proxy, the relevant portions of which are incorporated herein by
reference. Holders of the Companys common stock were entitled to
one vote per share; provided however, that the holders of shares
of common stock issued in the Private Placement and the shares of
common stock issued to the MFN Adjustment were not entitled to
vote such shares on the MFN Adjustment Proposal, the Chairman MFN
Adjustment Proposal, or the Celgene Proposal. The number of votes
cast for and against, the number of abstentions and the number of
broker non-votes, if applicable, with respect to each matter
voted upon are set forth below.

The results reported above are final voting results. No other
matters were considered or voted upon at the meeting.

Alliqua BioMedical, Inc. Exhibit
EX-10.1 2 v469546_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   Second AMENDMENT TO THE ALLIQUA BIOMEDICAL,…
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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.