SEC Form 4 · accession 0001144204-17-033926
Alliqua BioMedical, Inc. · ALQA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jerome B Zeldis
Director
Period of report
Jun 23, 2017
Accepted (ET)
Jun 26, 2017 · 10:05 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001054274
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 23, 2017 | J | 100,000 | $0.00 | A | 786,750 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated February 27, 2017, with the Issuer, the Reporting Person purchased in a private placement (the "Private Placement") 400,000 shares of Common Stock at a purchase price of $0.50 per share (the "Per Share Purchase Price"). The Securities Purchase Agreement contains a "most-favored nation" provision that provides that if the Issuer, 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 Issuer must amend the terms of the Securities Purchase Agreement to give the Private Placement investors, including the Reporting Person, the benefit of such more favorable terms or conditions.
- F2In accordance with this provision, effective as of April 11, 2017, following a public offering of Common Stock at a purchase price of $0.40 per share (the "Public Offering Price") on April 3, 2017, the Issuer 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, including the Reporting Person, 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 agreement, dated March 13, 2017, between the Issuer and the Reporting Person (the "Side Letter").
- F3Pursuant to the Securities Purchase Agreement and subject to the Side Letter, on June 23, 2017, the Issuer obtained stockholder approval and issued 100,000 shares of Common Stock to the Reporting Person.