UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): February 27, 2017

Alliqua BioMedical, Inc.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (215) 702-8550

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:

On February 27, 2017, Alliqua BioMedical, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors (collectively, the “Investors”), pursuant to which the Company has agreed to issue and sell to the Investors in a private placement (the “Private Placement”) an aggregate of 5,540,000 shares of the Company’s common stock at a purchase price of $0.50 per share. The Company closed the Private Placement on the same day as it entered into the Securities Purchase Agreement, and received aggregate gross proceeds of $2,770,000.

In connection with the Private Placement, the Company paid $161,980 to Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, and $34,200 to Cova Capital Partners, LLC as financial advisory fees.

The Company intends to use the net proceeds from the Private Placement to pay its obligations under its credit agreement and for working capital and general corporate purposes.

The form of Securities Purchase Agreement is filed as Exhibits 10.1 hereto and is incorporated herein by reference. The foregoing description of the Securities Purchase Agreement and the Private Placement is qualified in its entirety by reference to such exhibit.

On February 27, 2017, the Company notified Soluble Systems, LLC, a Virginia limited liability company (“Soluble”), of the immediate termination of the Contribution Agreement and Plan of Merger dated as of October 5, 2016 (the “Contribution and Merger Agreement”), by and among Alliqua Holdings, Inc., a Delaware corporation (“Parent”), Chesapeake Merger Corp., a Delaware corporation (“Merger Sub”). The Contribution and Merger Agreement was subject to the satisfaction of various closing conditions and provided that each party could terminate the Contribution and Merger Agreement if certain conditions to closing have not been, or if it becomes apparent that any such closing conditions will not be, fulfilled by the outside date which had been extended to February 28, 2017 (the “Outside Date”). As the requisite closing conditions could not be met by the Outside Date, the Company terminated the Contribution and Merger Agreement.

For a summary of the material terms of the Contribution and Merger Agreement, please see Item 1.01 of the Company’s Forms 8-K filed with the Securities and Exchange Commission on October 6, 2016 (the “Original 8-K”), which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Contribution and Merger Agreement, which is attached as Exhibit 2.1 to the Original 8-K and is incorporated herein by reference.

The information regarding the Private Placement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Private Placement was undertaken in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

On February 28, 2017, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

On February 28, 2017, the Company issued a press release announcing the termination of the Contribution and Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

(d)       Exhibits

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.