0001144204-17-018725.txt : 20170404
0001144204-17-018725.hdr.sgml : 20170404
20170404090507
ACCESSION NUMBER: 0001144204-17-018725
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170321
FILED AS OF DATE: 20170404
DATE AS OF CHANGE: 20170404
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Alliqua BioMedical, Inc.
CENTRAL INDEX KEY: 0001054274
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 582349413
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1010 STONY HILL ROAD
STREET 2: SUITE 200
CITY: YARDLEY
STATE: PA
ZIP: 19067
BUSINESS PHONE: 215-702-8550
MAIL ADDRESS:
STREET 1: 1010 STONY HILL ROAD
STREET 2: SUITE 200
CITY: YARDLEY
STATE: PA
ZIP: 19067
FORMER COMPANY:
FORMER CONFORMED NAME: Alliqua, Inc.
DATE OF NAME CHANGE: 20101222
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WAGNER MARK T
CENTRAL INDEX KEY: 0001172343
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36278
FILM NUMBER: 17736323
MAIL ADDRESS:
STREET 1: 800 WASHINGTON AVENUE NORTH SUITE 400
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55432
4
1
v463372_4.xml
OWNERSHIP DOCUMENT
X0306
4
2017-03-21
0
0001054274
Alliqua BioMedical, Inc.
ALQA
0001172343
WAGNER MARK T
C/O ALLIQUA BIOMEDICAL, INC.
1010 STONY HILL ROAD
YARDLEY
PA
19067
1
0
0
0
Common Stock
2017-04-03
4
P
0
62500
0.40
A
70500
D
Common Stock
2017-03-21
4
J
0
75876
0.67
A
323802
I
By 2003 Revocable Trust of Mark Wagner
The reported shares are owned directly by 2003 Revocable Trust of Mark Wagner dated April 23, 2003 (the "Wagner Trust"). Mark Wagner is the trustee and deemed to have a pecuniary interest in, and therefore to be the beneficial owner of, the shares held by the Wagner Trust. On March 21, 2017, the Wagner Trust became entitled to receive 75,876 shares of the Issuer's common stock pursuant to an earn-out provision in the merger agreement pursuant to which the Issuer acquired all outstanding equity interest of Celleration, Inc. ("Celleration").
The merger agreement provided that the equity holders of Celleration would receive additional shares of the Issuer's common stock, for no additional consideration, if Celleration's revenue exceeded the revenue target for the fiscal year ending December 31, 2016, as set forth in the merger agreement. Celleration's revenue exceeded the revenue target for 2016, as a result of which Celleration's former equity holders, including the Wagner Trust, acquired additional shares, as determined on March 21, 2017, pursuant to the formula set forth in the merger agreement.
For purposes of determining the number of shares issuable pursuant to the earn-out right, the formula set forth in the merger agreement provided that the Issuer's common stock would be valued at $0.67, based on the 45 trading day volume weighted average price as of the trading day prior to December 31, 2016.
/s/ Mark Wagner
2017-04-04