0001354488-12-000210.txt : 20120118 0001354488-12-000210.hdr.sgml : 20120118 20120118135904 ACCESSION NUMBER: 0001354488-12-000210 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120118 DATE AS OF CHANGE: 20120118 GROUP MEMBERS: DAVID STEFANSKY GROUP MEMBERS: HARBORVIEW ADVISORS LLC GROUP MEMBERS: HARBORVIEW CAPITAL MANAGEMENT LLC GROUP MEMBERS: HARBORVIEW MASTER FUND L.P. GROUP MEMBERS: HARBORVIEW VALUE MASTER FUND L.P. GROUP MEMBERS: RICHARD ROSENBLUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alliqua, Inc. CENTRAL INDEX KEY: 0001054274 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 582349413 STATE OF INCORPORATION: FL FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85477 FILM NUMBER: 12531643 BUSINESS ADDRESS: STREET 1: 850 THIRD AVENUE STREET 2: SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 800-518-4879 MAIL ADDRESS: STREET 1: 850 THIRD AVENUE STREET 2: SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: HEPALIFE TECHNOLOGIES INC DATE OF NAME CHANGE: 20030529 FORMER COMPANY: FORMER CONFORMED NAME: ZETA CORP DATE OF NAME CHANGE: 20030219 FORMER COMPANY: FORMER CONFORMED NAME: ZETA CORP /CA DATE OF NAME CHANGE: 20000303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBORVIEW MASTER FUND LP CENTRAL INDEX KEY: 0001400704 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HARBOUR HOUSE WATERFORD DRIVE STREET 2: PO BOX 972 CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 294 694 4770 MAIL ADDRESS: STREET 1: HARBOUR HOUSE WATERFORD DRIVE STREET 2: PO BOX 972 CITY: TORTOLA STATE: D8 ZIP: 00000 SC 13D/A 1 hplf_sc13da.htm AMENDMENT NO. 3 hplf_sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*
(Amendment No. 3)

Alliqua, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
019621101
(CUSIP Number)
 
Richard Rosenblum
c/o Harborview Advisors LLC
850 Third Avenue, Suite 1801
New York, NY 10022
(646) 218-1400
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
 
January 11, 2012
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), (f) or (g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
SCHEDULE 13D
 
CUSIP NO. 019621101
    
 
1
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harborview Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS* (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
 
27,981,999
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
27,981,999
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
27,981,999
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.4%
14
TYPE OF REPORTING PERSON
 
PN
 
 
2
 
 
CUSIP NO. 019621101
    
 
1
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harborview Value Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS* (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
 
8,756,499
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
8,756,499
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,756,499
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.2%
14
TYPE OF REPORTING PERSON
 
PN
 
 
3
 
 
CUSIP NO. 019621101
    
 
1
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harborview Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS* (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
 
36,738,498
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
36,738,498
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
36,738,498
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.6%
14
TYPE OF REPORTING PERSON
 
CO
 
 
4
 
 
CUSIP NO. 019621101
    
 
1
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harborview Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS* (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
 
2,310,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,310,000
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,310,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.1%
14
TYPE OF REPORTING PERSON
 
CO
 
 
5
 
 
CUSIP NO. 019621101
    
 
1
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Rosenblum
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS* (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
 
3,766,6671
8
SHARED VOTING POWER
 
39,048,4982
9
SOLE DISPOSITIVE POWER
 
3,766,6671
10
SHARED DISPOSITIVE POWER
 
39,048,4982
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,815,1653
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
20.5%
14
TYPE OF REPORTING PERSON
 
IN
 
1 Comprised of (i) 100,000 shares of common stock held by Mr. Rosenblum individually and (ii) 3,666,667 shares of common stock issuable to Mr. Rosenblum upon exercise of the vested portion of a stock option.

2 Represents the 39,048,498 shares of common stock held by the entities listed on the pages above.

3 Comprised of (i) 39,048,498 shares of common stock held by the entities listed on the pages above, (ii) 100,000 shares of common stock held by Mr. Rosenblum individually and (iii) 3,666,667 shares of common stock issuable to Mr. Rosenblum upon exercise of the vested portion of a stock option.
 
 
6
 
 
CUSIP NO. 019621101
    
 
1
NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Stefansky
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(a) o
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS* (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7
SOLE VOTING POWER
 
4,196,6671
8
SHARED VOTING POWER
 
39,048,4982
9
SOLE DISPOSITIVE POWER
 
4,196,6671
10
SHARED DISPOSITIVE POWER
 
39,048,4982
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,245,1653
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
20.7%
14
TYPE OF REPORTING PERSON
 
IN
 
1 Comprised of (i) 530,000 shares of common stock held by Mr. Stefansky individually and (ii) 3,666,667 shares of common stock issuable to Mr. Stefansky upon exercise of the vested portion of a stock option.

2 Represents the 39,048,498 shares of common stock held by the entities listed on the pages above.

3 Comprised of (i) 39,048,498 shares of common stock held by the entities listed on the pages above, (ii) 530,000 shares of common stock held by Mr. Stefansky individually and (iii) 3,666,667 shares of common stock issuable to Mr. Stefansky upon exercise of the vested portion of a stock option.
 
 
7
 
 
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is filed by and on behalf of each reporting person to amend the Schedule 13D related to the Common Stock of the Issuer filed on May 21, 2010, as amended by Amendment No. 1 to Schedule 13D filed on January 11, 2011, as amended by Amendment No. 2 to Schedule 13D filed on March 3, 2011 (the “Schedule 13D”). This Amendment No. 1 is filed to disclose an increase in the percentage of the Common Stock that may be deemed to be beneficially owned by the reporting persons. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
 
ITEM 2.  IDENTITY AND BACKGROUND.
 
Items 2(a) and 2(c) are amended and restated in their entirety as follows:

(a) This statement is being filed jointly by and on behalf of each of Harborview Master Fund, L.P. (“Harborview Master Fund”), Harborview Value Master Fund, L.P. (“Harborview Value Fund”), Harborview Advisors, LLC (“Harborview Advisors”), Harborview Capital Management, LLC (“Harborview Management”), Richard Rosenblum (“Rosenblum”) and David Stefansky (“Stefansky,” and together with Harborview Master Fund, Harborview Value Fund, Harborview Advisors, Harborview Management and Rosenblum, the “Reporting Persons”).

(c) Harborview Master Fund is a limited partnership organized under the laws of the British Virgin Islands and is a private investment partnership.
 
Harborview Value Fund is a limited partnership organized under the laws of the British Virgin Islands and is a private investment partnership.
 
Harborview Advisors is a limited liability company organized under the laws of the State of New Jersey and its principal business is to serve as the general partner of Harborview Master Fund and Harborview Value Fund.
 
Harborview Management is a limited liability company organized under the laws of the State of New York and its principal business is to provide business advisory services.
 
Rosenblum and Stefansky are the managing members of each of Harborview Advisors and Harborview Management and have voting and investment power with respect to shares of Common Stock held by Harborview Master Fund, Harborview Value Fund, Harborview Advisors and Harborview Management.
 
The filing of this statement shall not be construed as an admission that any Reporting Person is, for purposes of Sections 13(d) or 13(g) of the Act or otherwise, the beneficial owner of any Common Stock covered by this statement.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 is amended to add the following:

Unless indicated otherwise, the acquisitions of the Common Stock by the Reporting Persons were open market purchases made with cash on hand.

The table in Item 5(c) is incorporated herein by reference.
 
 
8
 
 
ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

Item 5(a), (b) and (c) are amended and restated in their entirety as follows:

(a) (b) Harborview Master Fund is the beneficial owner of the number and percentage of shares of Common Stock of the Issuer stated in Items 11 and 13 on the corresponding cover page hereto (the “Harborview Master Fund Shares”). Harborview Value Fund is the beneficial owner of the number and percentage of shares of Common Stock of the Issuer stated in Items 11 and 13 on the corresponding cover page hereto (the “Harborview Value Fund Shares”). The Harborview Master Fund Shares and the Harborview Value Fund Shares are also reported as beneficially owned by Harborview Advisors, as the general partner of Harborview Master Fund and Harborview Value Fund, and by Rosenblum and Stefansky, as the managing members of Harborview Advisors. Harborview Management is the beneficial owner of the number and percentage of shares of Common Stock of the Issuer stated in Items 11 and 13 on the corresponding cover page hereto (the “Harborview Management Shares”).  The Harborview Management Shares are also reported as beneficially owned by Rosenblum and Stefansky, as the managing members of Harborview Management.  By reason of these relationships, each of Harborview Master Fund and Harborview Advisors are reported as having sole power to vote, or to direct the vote, and sole power to dispose, or direct the disposition of, the Harborview Master Fund Shares, each of Harborview Value Fund and Harborview Advisors are reported as having sole power to vote, or to direct the vote, and sole power to dispose, or direct the disposition of, the Harborview Value Fund Shares, Harborview Management is reported as having sole power to vote, or to direct the vote, and sole power to dispose, or direct the disposition of, the Harborview Management Shares, and each of Rosenblum and Stefansky are reported as having shared power to vote, or to direct the vote, and shared power to dispose, or direct the disposition of, the Harborview Master Fund Shares, the Harborview Value Fund Shares and the Harborview Management Shares.  Each of Rosenblum and Stefansky is the beneficial owner of the number and percentage of shares of Common Stock of the Issuer stated in Items 11 and 13 on the corresponding cover page hereto.

All percentages set forth in this statement are based upon 209,073,863 shares of Common Stock outstanding, as reported by the Issuer on November 14, 2011.

(c) Below is a table illustrating the acquisitions of Common Stock by the Reporting Persons since April 6, 2011:

Transaction Date (Month/Day/Year)
Purchaser
Amount of Common Stock Acquired
Price Per Share
Form of Acquisition
04/06/2011
Rosenblum
50,000
$0.16
Open Market Purchase
04/06/2011
Stefansky
50,000
$0.16
Open Market Purchase
04/07/2011
Stefansky
100,000
$0.16
Open Market Purchase
08/19/2011
Rosenblum
50,000
$0.072
Open Market Purchase
08/29/2011
Stefansky
100,000
$0.0805
Open Market Purchase
08/29/2011
Harborview Value Fund
99,000
$0.0805
Open Market Purchase
08/29/2011
Harborview Value Fund
1,000
$0.079
Open Market Purchase
09/28/2011
Harborview Value Fund
15,000
$0.064
Open Market Purchase
09/28/2011
Harborview Value Fund
50,000
$0.067
Open Market Purchase
09/28/2011
Harborview Value Fund
65,000
$0.068
Open Market Purchase
 
 
9
 
 
Transaction Date (Month/Day/Year) Purchaser Amount of Common Stock Acquired Price Per Share Form of Acquisition
09/28/2011
Harborview Value Fund
65,000
$0.069
Open Market Purchase
09/28/2011
Harborview Value Fund
285,000
$0.07
Open Market Purchase
11/21/2011
Harborview Value Fund
5,000
$0.077
Open Market Purchase
11/21/2011
Harborview Value Fund
30,000
$0.078
Open Market Purchase
11/21/2011
Harborview Value Fund
10,000
$0.079
Open Market Purchase
11/21/2011
Harborview Value Fund
135,000
$0.08
Open Market Purchase
11/21/2011
Harborview Management
120,000
$0.08
Open Market Purchase
11/21/2011
Harborview Management
50,000
$0.082
Open Market Purchase
11/21/2011
Harborview Management
10,000
$0.084
Open Market Purchase
11/22/2011
Harborview Value Fund
1,000
$0.0779
Open Market Purchase
11/22/2011
Harborview Value Fund
15,000
$0.08
Open Market Purchase
11/22/2011
Harborview Value Fund
10,000
$0.085
Open Market Purchase
11/22/2011
Harborview Value Fund
22,000
$0.086
Open Market Purchase
11/22/2011
Harborview Value Fund
1,000
$0.0865
Open Market Purchase
11/22/2011
Harborview Value Fund
1,000
$0.087
Open Market Purchase
11/22/2011
Harborview Value Fund
2,000
$0.088
Open Market Purchase
11/22/2011
Harborview Value Fund
2,000
$0.095
Open Market Purchase
11/23/2011
Harborview Management
1,500
$0.0855
Open Market Purchase
11/23/2011
Harborview Management
42,500
$0.09
Open Market Purchase
11/23/2011
Harborview Management
10,500
$0.094
Open Market Purchase
11/23/2011
Harborview Management
1,500
$0.0949
Open Market Purchase
 
 
10
 
 
 Transaction Date (Month/Day/Year)  Purchaser  Amount of Common Stock Acquired  Price Per Share  Form of Acquisition
11/23/2011
Harborview Management
22,500
$0.095
Open Market Purchase
11/23/2011
Harborview Management
1,500
$0.097
Open Market Purchase
11/28/2011
Harborview Management
50,000
$0.099
Open Market Purchase
11/30/2011
Stefansky
50,000
$0.09
Open Market Purchase
11/30/2011
Stefansky
50,000
$0.093
Open Market Purchase
12/02/2011
Harborview Value Fund
82,100
$0.085
Open Market Purchase
12/02/2011
Harborview Value Fund
21,700
$0.086
Open Market Purchase
12/02/2011
Harborview Value Fund
6,200
$0.087
Open Market Purchase
12/05/2011
Stefansky
80,000
$0.083
Open Market Purchase
12/08/2011
Stefansky
100,000
$0.08
Open Market Purchase
01/11/2012
Harborview Management
2,000,000
None
See Footnote 1.

1. These shares were issued to Harborview Management as consideration under an Executive Office License Agreement, dated November 1, 2010, as amended on January 11, 2012, by and between Harborview Management, the Company and each of the Company’s subsidiaries.  See Item 6 below.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is amended to add the following:

On January 11, 2012, the Company entered into an amendment (the “Amendment”) to its Executive Office License Agreement with Harborview Management, dated as of November 1, 2010.  Pursuant to the Amendment, the Company issued Harborview Management 2,000,000 shares of the Company’s common stock as consideration for an extension of the Agreement until December 31, 2012.

The foregoing description of the Amendment and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 99.1 hereto and incorporated by reference herein.
 
 
11
 

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

The following are filed as exhibits hereto:

Exhibit
  
Description of Exhibit
     
 
Amendment, dated as of January 11, 2012, to the Executive Office Lease Agreement, dated as of November 1, 2010, by and between the Company and Harborview Capital Management, LLC.
     
 
Joint Filing Agreement (incorporated herein by reference from Exhibit 99.3 to the Schedule 13D relating to the common stock of the issuer filed May 21, 2010 by the reporting persons).

 
12
 
 
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
 
 
  Harborview Master Fund, L.P.  
       
  By: Harborview Advisors, LLC, its general partner  
       
Date: January 18, 2012
By:
/s/ Richard Rosenblum  
    Richard Rosenblum   
    Managing Member  

  Harborview Value Master Fund, L.P.  
       
  By: Harborview Advisors, LLC, its general partner  
       
 
By:
/s/ Richard Rosenblum  
    Richard Rosenblum  
    Managing Member  
 
  Harborview Advisors, LLC  
       
 
By:
/s/ Richard Rosenblum  
    Richard Rosenblum  
    Managing Member  
     
  Harborview Capital Management, LLC  
       
 
By:
/s/ Richard Rosenblum  
    Richard Rosenblum  
    Managing Member  

  Richard Rosenblum  
       
 
By:
/s/ Richard Rosenblum  
       
  David Stefansky  
       
  By: /s/ David Stefansky  
 
 
13
 
 
EXHIBITS
 
Exhibit
  
Description of Exhibit
     
 
Amendment, dated as of January 11, 2012, to the Executive Office Lease Agreement, dated as of November 1, 2010, by and between the Company and Harborview Capital Management, LLC.
     
 
Joint Filing Agreement (incorporated herein by reference from Exhibit 99.3 to the Schedule 13D relating to the common stock of the issuer filed May 21, 2010 by the reporting persons).

 
 
14
 EX-99.1 2 hplf_ex991.htm LICENSE AGREEMENT hplf_ex991.htm
EXHIBIT 99.1
 
Harborview Capital Management, LLC
850 Third Avenue, Suite 1801
New York, NY 10022

Telephone: (646) 218-1400
Facsimile: (646) 218-1401


January 11, 2012

Alliqua, Inc.
850 Third Avenue, Suite 1801
New York, NY 10022
Attention:  Steven C. Berger

Re:           Executive Office License Agreement

Dear Mr. Berger:

Reference is made to that certain Executive Office License Agreement (the “Agreement”), dated as of November 1, 2010, between Harborview Capital Management, LLC (“Harborview”), Alliqua, Inc., formerly known as HepaLife Technologies, Inc. (the “Company”), and each of the Company’s subsidiaries (the “Company Subsidiaries”).  Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.
 
 
1.
The first paragraph of Section 3 of the Agreement shall be replaced in its entirety with the following:
 
“On January 12, 2012, the Company will issue to Harborview 2,000,000 shares of common stock (the “License Fee”) as consideration for the rights and privileges afforded to the Company and the HepaLife Subsidiaries under this Agreement until December 31, 2012, at which time the Agreement shall expire.”

 
2.
The Company shall not make any further cash payments to Harborview pursuant to the Agreement commencing December 1, 2011.

 
3.
The Company acknowledges that the Licensed Offices will not be available for occupancy by the Company after December 31, 2012.

 
4.
All other conditions, terms, rights and obligations with respect to the Agreement, Harborview, the Company and the Company Subsidiaries shall remain in effect.

 
5.
Harborview hereby makes the representations and warranties attached hereto as Annex A.
 
Kindly confirm the foregoing terms set forth in this letter by signing and returning the enclosed copy of this letter.
 
[Signature Page Follows]

 
1
 
 
Very truly yours,
 
Harborview Capital Management, LLC  
     
By:
/s/ David Stefansky  
Name:   David Stefansky  
Title: Managing Member  
 
So confirmed as of the date first above written:
 
Alliqua, Inc.
  
Each Company Subsidiary
 
By:  Alliqua, Inc.
 
  
By:
/s/ Steve C. Berger
  
By:
/s/ Steve C. Berger
  
Name:   Steve C. Berger   Name:  Steve C. Berger  
Title: Chief Financial Officer   Title: Chief Financial Officer  

 
2
 
 
ANNEX A

1.  
Harborview is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and Harborview is able to bear the economic risk of an investment in shares of common stock of the Company comprising the License Fee (the “Shares”).

2.  
Harborview represents that the Shares are being acquired for its own account, for investment and not with a view to the distribution thereof. Harborview understands that such Shares have not been registered under the Securities Act and may not be resold unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration under the Securities Act.

3.  
Harborview acknowledges that the Shares were not offered to Harborview by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (a) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio or (b) any seminar or meeting to which Harborview was invited by any of the foregoing means of communications.

4.  
Harborview acknowledges that it has been afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

 
3
 EX-99.2 3 hplf_ex992.htm JOINT FILING AGREEMENT hplf_ex992.htm
EXHIBIT 99.2

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act, or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto), with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date below.

 
Harborview Master Fund, L.P.
  
       
Date: January 18, 2012
By:
Harborview Advisors, LLC, its general partner
  
       
 
By:
/s/ Richard Rosenblum
  
   
Richard Rosenblum
  
   
Managing Member
  
       
 
Harborview Value Master Fund, L.P.
  
       
 
By:
Harborview Advisors, LLC, its general partner
  
       
 
By:
/s/ Richard Rosenblum
  
   
Richard Rosenblum
  
   
Managing Member
  
       
 
Harborview Advisors, LLC
  
       
 
By:
/s/ Richard Rosenblum
  
   
Richard Rosenblum
  
   
Managing Member
  
       
 
Harborview Capital Management, LLC
  
       
 
By:
/s/ Richard Rosenblum
  
   
Richard Rosenblum
  
   
Managing Member
  
       
 
Richard Rosenblum
  
       
 
/s/ Richard Rosenblum
  
       
 
David Stefansky
  
       
 
/s/ David Stefansky