Attached files

file filename
EX-5.1 - EXHIBIT 5.1 - Adynxx, Inc.v408732_ex5-1.htm
EX-1.1 - EXHIBIT 1.1 - Adynxx, Inc.v408732_ex1-1.htm
EX-99.1 - EXHIBIT 99.1 - Adynxx, Inc.v408732_ex99-1.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): April 29, 2015

 

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.)
     

 

2150 Cabot Boulevard West

Langhorne, Pennsylvania

 

19047

(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)

 

 
 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On April 29, 2015, Alliqua BioMedical, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 6,593,407 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). All of the Underwritten Shares are being sold by the Company. The offering price to the public of the Underwritten Shares is $4.55 per share, and the Underwriters have agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $4.277 per share. After deducting the total underwriting discount of $1.8 million, the Company expects to receive net proceeds from the offering of $28.2 million, before expenses. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 989,011 shares of Common Stock (the “Option Shares”) at the public offering price less the underwriting discount.

 

The Underwritten Shares and any Option Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-197844) previously filed with the Securities and Exchange Commission (the “Commission”) and declared effective by the Commission on September 25, 2014 (the “Registration Statement”). A prospectus supplement relating to the offering has been filed with the Commission. The offering is expected to close on or about May 4, 2015, subject to the satisfaction of customary closing conditions.

 

A copy of the legal opinion and consent of Haynes and Boone, LLP relating to the validity of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.

 

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein.

 

Item 8.01Other Events.

 

On April 29, 2015, the Company issued a press release announcing the pricing of the underwritten public offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number
  Description
1.1   Underwriting Agreement, dated April 29, 2015, by and among Alliqua BioMedical, Inc., Cowen and Company, LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein.
5.1   Opinion of Haynes and Boone, LLP.
23.1   Consent of Haynes and Boone, LLP (contained in Exhibit 5.1).
99.1   Press release dated April 29, 2015.

 

 
 

 

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 30, 2015 By: /s/ Brian Posner  
    Name: Brian Posner            
                                    Title:   Chief Financial Officer