SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2017
Alliqua BioMedical, Inc.
(Exact Name of Registrant as Specified in its Charter)
|(State or other jurisdiction
|(Commission File Number)||(IRS Employer|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (215) 702-8550
|(Former name or former address, if changed since last report)|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|Item 5.03||Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
As previously reported on its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2017, on September 13, 2017, the stockholders of Alliqua Biomedical, Inc. (the “Company”) approved at a special meeting of stockholders a proposal to authorize the board of directors of the Company (the “Board”), in its discretion but prior to the annual meeting of the Company’s stockholders in 2018, to amend the Company’s amended and restated certificate of incorporation (as amended) (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-3 to 1-for-13, such ratio to be determined by the board of directors and included in a public announcement.
On October 2, 2017, the Board approved a 1-for-10 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On October 5, 2017, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on October 5, 2017, and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on October 6, 2017.
When the Reverse Stock Split becomes effective, every 10 shares of the Company’s issued and outstanding common stock (and such shares held in treasury) will automatically be converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the conversion of the Company’s outstanding equity awards, options and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split will be rounded up to the nearest whole share.
The Company’s common stock will continue to trade on the NASDAQ Capital Market under the symbol “ALQA.” The new CUSIP number for common stock following the Reverse Stock Split will be 019621309.
A copy of the Certificate Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
|Item 8.01||Other Events.|
On October 5, 2017, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits.|
|3.1||Certificate of Amendment of Certificate of Incorporation of Alliqua Biomedical, Inc.|
|99.1||Press release dated October 5, 2017|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ALLIQUA BIOMEDICAL, INC.|
|Dated: October 5, 2017||By:||/s/ Brian Posner|
|Name: Brian Posner|
Title: Chief Financial Officer