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): April 26, 2017

 

Alliqua BioMedical, Inc.


(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

001-36278

 

58-2349413

(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     

 

1010 Stony Hill Road

Suite 200

Yardley, Pennsylvania

 

19067

(Address of principal executive offices)   (Zip Code)

 

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

 

 

(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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.08Shareholder Director Nominations.

 

On April 26, 2017, the Board of Directors of Alliqua BioMedical, Inc. (the “Company”) established June 23, 2017, as the date for the Company’s 2017 Annual Meeting of Stockholders (the “Annual Meeting”) and set April 28, 2017, as the record date for the Annual Meeting. Due to the fact that the date of the Annual Meeting has been changed by more than 30 days from the anniversary date of the 2016 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations.

 

In accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company’s bylaws, the deadline for receipt of stockholder proposals or nominations for inclusion in the Company’s proxy statement for the Annual Meeting pursuant to Rule 14a-8 will be no later than 12:00 p.m., Eastern Time, May 8, 2017. Stockholder proposals must comply with all of the applicable requirements set forth in the rules and regulations of the Securities and Exchange Commission, including Rule 14a-8 under the Exchange Act and the Company’s bylaws.

 

Item 8.01Other Events.

 

As previously reported, on March 13, 2017, the Company and each of Celgene Corporation (“Celgene”), and Jerome Zeldis, M.D., Ph.D., entered into a side letter, pursuant to which, among other things, the Company agreed to use its reasonable best efforts to solicit stockholder approval for certain issuances of shares of the Company’s common stock to Celgene and Dr. Zeldis, as set forth in the respective side letter, at an annual or special meeting of stockholders of the Company to be promptly called and held prior to May 31, 2017 (the “Stockholder Meeting Deadline”).

 

On April 26, 2017, the Company and each of Celgene and Dr. Zeldis agreed to extend the Stockholder Meeting Deadline to July 31, 2017.

 

 

 

 

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 BIOMEDICAL, INC.  
       
       
Dated: April 27, 2017 By: /s/ Brian Posner  
    Name: Brian Posner            
                                    Title:   Chief Financial Officer