R
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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£
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Florida
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58-2349413
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification Number)
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850 Third Avenue Suite 1801
New York, NY
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10022
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(Address of principal executive office)
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(Zip Code)
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Title of each Class:
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
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Person or Group
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Number of Shares of
Common Stock
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Percent
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David Stefansky
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39,461,165 (1)
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19.1%
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850 Third Avenue, Suite 1801
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New York, NY 10022
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Richard Rosenblum
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39,461,165 (2)
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19.1%
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850 Third Avenue, Suite 1801
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New York, NY 10022
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Steven Berger
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750,000 (3)
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<1%
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850 Third Avenue, Suite 1801
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New York, NY 10022
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Joseph Sierchio
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370,000 (4)
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<1%
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850 Third Avenue, Suite 1801
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New York, NY 10022
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Joseph M. Leone
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250,000 (5)
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<1%
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850 Third Avenue, Suite 1801
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New York, NY 10022
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Kenneth D. Pearson
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250,000 (5)
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<1%
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850 Third Avenue, Suite 1801
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New York, NY 10022
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||||
Jeffrey Sklar
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250,000 (5)
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<1%
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850 Third Avenue, Suite 1801
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New York, NY 10022
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Nachum Stein
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250,000 (5)
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<1%
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850 Third Avenue, Suite 1801
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New York, NY 10022
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Michael Goldberg
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250,000 (5)
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<1%
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850 Third Avenue, Suite 1801
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New York, NY 10022
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Amit Dang
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100,000 (5)
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<1%
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60 State Street, Suite 700
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Boston, MA 02109
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1420525 Alberta Ltd.
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34,261,174 (6)
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16.6%
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216-1628 West First Avenue
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Vancouver, B.C.
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V6J 1G1 Canada
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Directors and Executive Officers as a group (9 persons)
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45,597,832
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22.1%
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(1)
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Comprised of (i) 35,794,498 shares of our Common Stock owned directly by Harborview Master Fund, L.P. and Harborview Value Master Fund, L.P. and (ii) 3,666,667 shares of our Common Stock issuable to Mr. Stefansky upon exercise of the vested portion of certain stock options. Harborview Advisors, LLC is the general partner of Harborview Master Fund, L.P. and Harborview Value Master Fund, L.P. and has sole voting and dispositive power over the securities. Richard Rosenblum and David Stefansky are the managing members of Harborview Advisors, LLC and disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest in the securities.
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(2)
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Comprised of (i) 35,794,498 shares of our Common Stock owned directly by Harborview Master Fund, L.P. and Harborview Value Master Fund, L.P. and (ii) 3,666,667 shares of our Common Stock issuable to Mr. Rosenblum upon exercise of the vested portion of certain stock options. Harborview Advisors, LLC is the general partner of Harborview Master Fund, L.P. and Harborview Value Master Fund, L.P. and has sole voting and dispositive power over the securities. Richard Rosenblum and David Stefansky are the managing members of Harborview Advisors, LLC and disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest in the securities.
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(3)
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Represents shares issuable upon exercise of vested options.
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(4)
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This amount includes 270,000 shares of Common Stock issuable upon exercise of vested options.
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(5)
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Represents shares issuable upon exercise of vested options.
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(6)
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This amount includes 31,057,980 shares of Common Stock held by 1420525 Alberta Ltd. (“1420525”), a private Alberta company wholly-owned by Harmel Rayat, and 3,203,194 shares of Common Stock held by Tajinder Chohan, Mr. Rayat’s wife. In his capacity as President and the sole stockholder of 1420525, Mr. Rayat may be deemed to have beneficial ownership of the Common Stock owned by 1420525.
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EXHIBIT
NUMBER
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DESCRIPTION
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31.1*
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Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 to the Form10-K, File No. 000-29819.
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32.1*
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Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 USC. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to the Form10-K, File No. 000-29819
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Alliqua, Inc.
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May 12, 2011
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By:
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/s/ Richard Rosenblum
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Richard Rosenblum
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President
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(Principal Executive Officer)
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/s/ Steven Berger
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Steven Berger
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Chief Financial Officer, Treasurer and Secretary
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(Principal Financial and Accounting Officer)
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1.
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I have reviewed this Annual Report on Form 10-K/A of Alliqua, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 12, 2011
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By:
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/s/ Richard Rosenblum | ||
Name: | Richard Rosenblum | |||
Title: | President
(Principal Executive Officer)
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1.
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I have reviewed this Annual Report on Form 10-K/A of Alliqua, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 12, 2011
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By:
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/s/ Steven Berger | ||
Name: | Steven Berger | |||
Title: |
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: May 12, 2011
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By:
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/s/ Richard Rosenblum | ||
Name: | Richard Rosenblum | |||
Title: | President
(Principal Executive Officer)
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Date: May 12, 2011
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By:
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/s/ Steven Berger | ||
Name: | Steven Berger | |||
Title: |
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
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