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EX-10.1 - FIRST AMENDMENT - Adynxx, Inc.alqa_ex101.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
_________________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_________________
 
Date of Report (Date of earliest event reported):  December 19, 2012
 
Alliqua, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Florida   000-29819   58-2349413
 (State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
         
 
850 Third Avenue
Suite 1801
New York, New York
 
10022
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (646) 218-1450
 
 
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 

 
 
Item 5.07    Submission of Matters to a Vote of Security Holders.

On December 19, 2012, Alliqua, Inc. (the “Company”) held its annual meeting of shareholders. The following three proposals were submitted to the shareholders at the Meeting:

(1)  
Election of three Class III directors to serve on the Company’s board of directors for a term of three years or until their successors are elected and qualified, for which the following are nominees: Kenneth Londoner, Jeffrey Sklar, and David Stefansky.

(2)  
A proposal to amend the Alliqua, Inc. 2011 Long-Term Incentive Plan to increase the total number of shares of common stock authorized for issuance under such plan by 40,000,000 shares.

(3)  
Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

For more information about the foregoing proposals, see the Company’s definitive proxy statement dated November 21, 2012. Holders of the Company’s common stock were entitled to one vote per share. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

Proposal 1: Election of three Class III directors to serve on the board of directors for a term of three years or until their successors are elected and qualified.

Director
 
For
 
Withheld
 
Broker Non-Votes
Kenneth Londoner
 
117,153,470
 
470,382
 
47,321,068
Jeffrey Sklar
 
117,149,270
 
474,582
 
47,321,068
David Stefansky
 
116,078,174
 
1,545,678
 
47,321,068

Proposal 2: Approval of the amendment to the Alliqua, Inc. 2011 Long-Term Incentive Plan.

For
 
86,762,202
Against
 
3,269,022
Abstain
 
27,592,628
Broker Non-Votes
 
47,321,068

Proposal 3: Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

For
 
163,225,297
Against
 
550,227
Abstain
 
1,169,396

Item 9.01     Financial Statements and Exhibits.

(d)           Exhibits

Exhibit Number
 
Description
10.1
 
First Amendment to the Alliqua, Inc. 2011 Long-Term Incentive Plan
     
 
 
 
2

 
 
 
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 hereunto duly authorized.
 
 
  ALLIQUA, INC.  
       
Dated: December 20, 2012
By:
/s/ Steven Berger  
    Name: Steven Berger  
    Title:  Chief Financial Officer  
       

  
 
3

 
 
EXHIBIT INDEX

Exhibit Number
 
Description
10.1
 
First Amendment to the Alliqua, Inc. 2011 Long-Term Incentive Plan
     

 
 
 
4