UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
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(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended: June 30, 2012
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number: 000-29819
ALLIQUA, INC.
(Exact name of registrant as specified in its charter)
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Florida
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58-2349413
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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850 Third Avenue
Suite 1801
New York, New York 10022
(Address of principal executive offices)
(Zip Code)
(646) 218-1450
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of August 14, 2012 was 234,502,434.
Explanatory Note
The purpose of this Amendment No. 2 to Alliqua, Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 14, 2012 (the “Original Form 10-Q”), as amended by the Amendment No. 1 to the Original Form 10-Q, filed with the Securities and Exchange Commission on September 12, 2012 (“Amendment No. 1” and, together with the Original Form 10-Q, the “Form 10-Q”) is solely to add certain unregistered sales of equity securities to the Form 10-Q and to change the date on the signature page of Amendment No. 1 to September 12, 2012.
No other changes have been made to the Form 10-Q. This Amendment No. 2 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
PART II - OTHER INFORMATION
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
As previously disclosed in this Quarterly Report on Form10-Q, on each of April 9, 2012 and May 9, 2012, we issued a five-year warrant to purchase 50,000 shares of common stock to a consultant at an exercise price of $0.08 per share in exchange for investment banking services. The securities issued were not registered under the Securities Act of 1933, as amended, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(2) and Regulation D (Rule 506) under the Securities Act of 1933, as amended.
As previously disclosed in this Quarterly Report on Form10-Q, on June 30, 2012, we issued 1,428,571 shares of common stock to Richard Rosenblum in exchange for $100,000 of salary pursuant to the terms of our employment agreement with Mr. Rosenblum. The securities issued to Richard Rosenblum were not registered under the Securities Act of 1933, as amended, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(2) and Regulation D (Rule 506) under the Securities Act of 1933, as amended.
As previously disclosed in this Quarterly Report on Form10-Q, on June 30, 2012, we issued 1,000,000 shares of common stock to David Stefansky in exchange for $100,000 of salary pursuant to the terms of our employment agreement with Mr. Stefansky. The securities issued to David Stefansky were not registered under the Securities Act of 1933, as amended, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(2) and Regulation D (Rule 506) under the Securities Act of 1933, as amended.
Item 6. Exhibits
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(a)
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Exhibits
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31.1*
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Certification of CEO/CFO pursuant to Sec. 302
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32.1*
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Certification of CEO/CFO pursuant to Sec. 906
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase Document
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101.INS**
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XBRL Instance Document
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101SCH**
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XBRL Taxonomy Extension Schema Document
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase Document
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase Document
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* These exhibits were previously included or incorporated by reference in Alliqua, Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 14, 2012.
** These exhibits were previously included or incorporated by reference in Alliqua, Inc. Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on September 12, 2012.
SIGNATURES
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 thereunto duly authorized.
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ALLIQUA, INC.
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Date: September 28, 2012
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By:
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/s/ Richard Rosenblum
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Name:
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Richard Rosenblum
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Title:
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President
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(Principal Executive Officer)
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By:
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/s/ Steven C. Berger
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Name:
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Steven C. Berger
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Title:
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Chief Financial Officer
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(Principal Financial Officer)
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