Skyline Medical Inc. (NASDAQ:SKLN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

Registered Direct Offering of Common Stock and Series C
Warrants

On November 25, 2016, Skyline Medical Inc., a Delaware
corporation (the Company) entered into Common Stock
Purchase Agreements (the Purchase Agreements) with three
institutional investors to which the Company sold an aggregate of
756,999 shares of common stock, par value $0.01 per share, and
warrants (the Series C Warrants) to purchase up to an
aggregate of 756,999 shares of our common stock, par value $0.01
per share. The common stock and Series C Warrants were sold in
units (the Units), with each unit consisting of one share
of common stock and a Series C Warrant to purchase one share of
our common stock at an exercise price of $4.46 per share. Each
unit was sold at a purchase price of $2.62. Units were not issued
or certificated. The shares of common stock and Series C Warrants
were immediately separable and were issued separately. The sales
of the Units were completed on November 29, 2016.

The net proceeds to the Company from the offering, after
deducting placement agent fees and estimated offering expenses,
were approximately $1.74 million.

The Units were offered and sold in a registered direct offering
to the Companys shelf registration statement (File No.
333-213766), which was declared effective by the United States
Securities and Exchange Commission (the SEC) on October 4,
2016.

The Series C Warrants have a term of five years and will be
exercisable at any time on and after the date six months after
the date of issuance at an exercise price of $4.46 per share. The
exercise price and number of shares of common stock issuable upon
exercise is subject to appropriate adjustment in the event of
stock dividends, stock splits, reorganizations or similar events
affecting the common stock and the exercise price. The Series C
Warrants will not be exercisable or exchangeable by the holder of
such Series C Warrants to the extent (and only to the extent)
that the holder or any of its affiliates would beneficially own
in excess of 9.99% of the common stock of the Company. For
purposes of the limitation described in this paragraph,
beneficial ownership and all determinations and calculations are
determined in accordance with Section 13(d) of the Exchange Act
and the rule and regulations promulgated thereunder.

The holders of the Series C Warrants will have piggy-back
registration rights, as set forth in the Series C Warrants, if
the Company proposes to file any registration statement under the
Securities Act of 1933 Act, as amended (the Securities
Act) with respect to any offering of equity securities, or
securities or other obligations exercisable or exchangeable for,
or convertible into, equity securities, by the Company for its
own account or for shareholders of the Company for their account
(or by the Company and by shareholders of the Company), with
certain exceptions.

The forms of the Purchase Agreement and the Series C Warrant are
filed as Exhibit 10.1 and Exhibit 4.1, respectively, hereto and
are incorporated by reference into this Item 1.01. The foregoing
descriptions of the Purchase Agreements and the Series C Warrants
are qualified in their entirety by reference to the full text of
the forms of the Purchase Agreement and the Series C Warrant,
respectively.

Placement Agency Agreement

On November 25, 2016, the Company, in connection with the
offering described above, entered into a placement agency
agreement (the Placement Agency Agreement) with Dawson
James Securities, Inc., as sole placement agent (the Placement
Agent). to the Placement Agency Agreement, the Company agreed
to issue to the Placement Agent a unit purchase option more fully
described below and to pay the Placement Agent a cash fee equal
to 8.0% of the aggregate purchase price of the securities sold.
The Company has also agreed to reimburse the Placement Agent for
its expenses in connection with this offering, up to $60,000, and
have agreed to reimburse the placement agent for its reasonable
blue sky fees and expenses, of $15,000.

The Placement Agency Agreement contains indemnification,
representations, warranties, conditions precedent to closing and
other provisions customary for transactions of this nature.

The form of Placement Agency Agreement is filed as Exhibit 1.1
hereto and is incorporated into this Item 1.01 by reference. The
foregoing description of the Placement Agency Agreement is
qualified in its entirety by reference to the full text of the
Placement Agency Agreement.

Unit Purchase Option

to the Placement Agency Agreement, the Company, in connection
with the offering, entered into a Unit Purchase Option, dated as
of November 25, 2016 (the Unit Purchase Option), to which
the Company granted the Placement Agent the right to purchase
from the Company up to a number of Units equal to 5% of the Units
sold in the offering (or up to 37,850 Units) at an exercise price
equal to 125% of the public offering price of the Units in the
offering, or $3.275 per Unit. The Unit Purchase Option shall
expire on November 25, 2021.

The form of the Unit Purchase Option is filed as Exhibit 4.2
hereto and is incorporated by reference into this Item 1.01. The
foregoing description of the Unit Purchase Option is qualified in
its entirety by reference to the full text of the Unit Purchase
Option.

Item 9.01. Financial Statements and Exhibits.

About Skyline Medical Inc. (NASDAQ:SKLN)

Skyline Medical Inc. is a medical device company that develops and manufactures The STREAMWAY System, a solution for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company distributes these products to hospitals, surgical centers and other medical facilities where bodily and irrigation fluids produced during surgical procedures must be contained, measured, documented and disposed. The Company also manufactures and sells two disposable products required for system operation: a bifurcated single procedure filter and tissue trap, and a single use bottle of cleaning solution. Both items are used on a single procedure basis. Its STREAMWAY Automated Surgical Fluid Waste Management System (FMS) is a wall mounted automated system that disposes of an unlimited amount of suctioned fluid from the patient using standard surgical tubing. The FMS suctions surgical waste fluid from the patient using standard surgical tubing.

Skyline Medical Inc. (NASDAQ:SKLN) Recent Trading Information

Skyline Medical Inc. (NASDAQ:SKLN) closed its last trading session down -0.20 at 2.64 with 2,086,233 shares trading hands.