CUSIP NO. 019621101
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1
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NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harborview Value Master Fund, L.P.
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(b) x
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||
3
|
SEC USE ONLY
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||
4 |
SOURCE OF FUNDS* (see instructions)
OO
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||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
15,727,3941
|
|
8
|
SHARED VOTING POWER
0
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||
9
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SOLE DISPOSITIVE POWER
15,727,3941
|
||
10
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SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,727,3941
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.0%
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14
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TYPE OF REPORTING PERSON
PN
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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)
(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
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
15,727,3941
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
15,727,3941
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,727,3941
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.0%
|
||
14
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TYPE OF REPORTING PERSON
CO
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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)
(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
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
310,000
|
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8
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SHARED VOTING POWER
0
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||
9
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SOLE DISPOSITIVE POWER
310,000
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||
10
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SHARED DISPOSITIVE POWER
0
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,000
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||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.01%
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||
14
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TYPE OF REPORTING PERSON
CO
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CUSIP NO. 019621101
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1
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NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Rosenblum
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(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
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
26,324,5251
|
|
8
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SHARED VOTING POWER
16,037,3942
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||
9
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SOLE DISPOSITIVE POWER
26,324,5251
|
||
10
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SHARED DISPOSITIVE POWER
16,037,3942
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||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,361,9193
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||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.0%
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||
14
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TYPE OF REPORTING PERSON
IN
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CUSIP NO. 019621101
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1
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NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Stefansky
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(see instructions)
(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
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
21,782,8981
|
|
8
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SHARED VOTING POWER
16,037,3942
|
||
9
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SOLE DISPOSITIVE POWER
21,782,8981
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||
10
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SHARED DISPOSITIVE POWER
16,037,3942
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||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,820,292 3
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||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.6%
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14
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TYPE OF REPORTING PERSON
IN
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Transaction Date (Month/Day/Year)
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Purchaser
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Amount of Common Stock (acquired or disposed)
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Price Per Share
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Form of Acquisition
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02/22/2013
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Stefansky
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1,234,568 acquired
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See footnote 1
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See footnote 1
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02/22/2013
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Rosenblum
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1,234,568 acquired
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See footnote 2
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See footnote 2
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06/28/2013
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Stefansky
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1,234,568 acquired
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See footnote 3
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See footnote 3
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Transaction Date (Month/Day/Year) | Purchaser |
Amount of Common Stock (acquired or disposed)
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Price Per Share | Form of Acquisition |
06/28/2013
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Rosenblum
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8,144,719 acquired
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See footnote 4
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See footnote 4
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1.
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Mr. Stefansky purchased, as part of a private placement transaction on February 22, 2013, 617,284 units at a price per unit of $0.081, with each unit consisting of 1 share of Common Stock and an immediately exercisable warrant to purchase 1 share of Common Stock.
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2.
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Mr. Rosenblum purchased, as part of a private placement transaction on February 22, 2013, 617,284 units at a price per unit of $0.081, with each unit consisting of 1 share of Common Stock and an immediately exercisable warrant to purchase 1 share of Common Stock.
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3.
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Mr. Stefansky purchased, as part of a private placement transaction on June 28, 2013, 617,284 units at a price per unit of $0.081, with each unit consisting of 1 share of Common Stock and an immediately exercisable warrant to purchase 1 share of Common Stock.
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4.
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On June 28, 2013, Mr. Rosenblum entered into a separation and release agreement with the Company (the “Rosenblum Separation and Release Agreement”), pursuant to which Mr. Rosenblum’s employment agreement with the Company was terminated as of December 31, 2012 and Mr. Rosenblum released the Company and its employees, directors and affiliates from any claims Mr. Rosenblum may have against them in exchange for the immediate vesting of all of unvested options to purchase 5,500,000 shares of Common Stock that were granted to Mr. Rosenblum under his employment agreement with the Company and the Company entering into a consulting agreement with Mr. Rosenblum. Pursuant to the consultant agreement between Mr. Rosenblum and the Company, dated June 28, 2013 (the “Rosenblum Consulting Agreement”), in exchange for Mr. Rosenblum providing consulting services to the Company from January 1, 2013 to December 31, 2014, the Company, among other things, issued to Mr. Rosenblum 8,144,719 shares of Common Stock.
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Exhibit
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Description of Exhibit
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99.1
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Form of Securities Purchase Agreement, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on February 21, 2012).
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99.2
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Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on February 21, 2012).
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99.3
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Securities Purchase Agreement, dated as of August 14, 2012, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on August 16, 2012).
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99.4
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Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on August 16, 2012).
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99.5
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Securities Purchase Agreement, dated as of November 8, 2012, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on November 14, 2012).
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99.6
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Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on November 14, 2012).
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99.7
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Securities Purchase Agreement, dated as of February 22, 2013, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on February 25, 2013).
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99.8
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Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on February 25, 2013).
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99.9
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Securities Purchase Agreement, dated as of June 28, 2013, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.3 to Form 8-K of the Issuer, filed on July 7, 2013).
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99.10
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Form of Warrant (incorporated by reference to Exhibit 10.4 to Form 8-K of the Issuer, filed on July 7, 2013).
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99.11
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Separation and Release Agreement, dated June 28, 2013, by and between Alliqua, Inc. and Richard Rosenblum (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on July 7, 2013).
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99.12
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Consulting Agreement, dated June 28, 2013, by and between Alliqua, Inc. and Richard Rosenblum (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on July 7, 2013).
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Joint Filing Agreement.
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Harborview Master Fund, L.P. | |||
By: | Harborview Advisors, LLC, its general partner | ||
Date: August 28, 2013
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By:
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/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 | |||
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By:
|
/s/ Richard Rosenblum | |
Richard Rosenblum | |||
Managing Member |
Harborview Capital Management, LLC | |||
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By:
|
/s/ Richard Rosenblum | |
Richard Rosenblum | |||
Managing Member |
Richard Rosenblum | |||
|
By:
|
/s/ Richard Rosenblum | |
David Stefansky | |||
By: | /s/ David Stefansky |
Exhibit
|
Description of Exhibit
|
|
99.1
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Form of Securities Purchase Agreement, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on February 21, 2012).
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99.2
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Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on February 21, 2012).
|
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99.3
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Securities Purchase Agreement, dated as of August 14, 2012, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on August 16, 2012).
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99.4
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Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on August 16, 2012).
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99.5
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Securities Purchase Agreement, dated as of November 8, 2012, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on November 14, 2012).
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99.6
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Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on November 14, 2012).
|
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99.7
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Securities Purchase Agreement, dated as of February 22, 2013, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on February 25, 2013).
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99.8
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Form of Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on February 25, 2013).
|
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99.9
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Securities Purchase Agreement, dated as of June 28, 2013, by and among Alliqua, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.3 to Form 8-K of the Issuer, filed on July 7, 2013).
|
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99.10
|
Form of Warrant (incorporated by reference to Exhibit 10.4 to Form 8-K of the Issuer, filed on July 7, 2013).
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99.11
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Separation and Release Agreement, dated June 28, 2013, by and between Alliqua, Inc. and Richard Rosenblum (incorporated by reference to Exhibit 10.1 to Form 8-K of the Issuer, filed on July 7, 2013).
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99.12
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Consulting Agreement, dated June 28, 2013, by and between Alliqua, Inc. and Richard Rosenblum (incorporated by reference to Exhibit 10.2 to Form 8-K of the Issuer, filed on July 7, 2013).
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|
Joint Filing Agreement.
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Harborview Master Fund, L.P.
|
||||
By:
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Harborview Advisors, LLC, its general partner
|
|||
By:
|
/s/ Richard Rosenblum
|
|||
Name:
|
Richard Rosenblum
|
|||
Title:
|
Managing Member
|
|||
Harborview Value Master Fund, L.P.
|
||||
By:
|
Harborview Advisors, LLC, its general partner
|
|||
By:
|
/s/ Richard Rosenblum
|
|||
Name:
|
Richard Rosenblum
|
|||
Title:
|
Managing Member
|
|||
Harborview Advisors, LLC
|
||||
By:
|
/s/ Richard Rosenblum
|
|||
Name:
|
Richard Rosenblum
|
|||
Title:
|
Managing Member
|
|||
Harborview Capital Management, LLC
|
||||
By:
|
/s/ Richard Rosenblum
|
|||
Name:
|
Richard Rosenblum
|
|||
Title:
|
Managing Member
|
|||
Richard Rosenblum
|
||||
/s/ Richard Rosenblum
|
||||
David Stefansky
|
||||
/s/ David Stefansky
|