13D Filing: Celgene Corp /de/ and Alliqua Biomedical Inc. (NASDAQ:ALQA)

Page 2 of 7 – SEC Filing

SCHEDULE 13D

 

 CUSIP No. 019621200

1

NAME OF REPORTING
PERSON:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

CELGENE CORPORATION
22-2711928 

2

CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨      (b)  ¨

3

SEC
USE ONLY 

 

4

SOURCE OF
FUNDS*

WC

5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
¨ 
6

CITIZENSHIP
OR PLACE OF ORGANIZATION

Delaware,
U.S.A.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

7

SOLE VOTING POWER

8,025,194 (1)

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

8,025,194 (1)

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

8,025,194 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨ 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.9% (2)

14

TYPE OF REPORTING PERSON*

CO

(1) Includes 7,046,100 shares of Common Stock and 979,094 shares
of Common Stock underlying warrants that are exercisable immediately; provided, however, that the
exercise of the warrants is subject to the Ownership Cap described in Item 6 herein.

(2) The percentage ownership is based on 36,137,486 shares of
Common Stock outstanding as of February 28, 2017, which includes (i) 35,158,392 shares of Common Stock outstanding as reported
by Alliqua BioMedical, Inc. to Celgene Corporation on such date, and (ii) 979,094 shares
of
Common Stock underlying warrants held by Celgene Corporation that are exercisable
immediately
; provided, however, that the exercise of the warrants is subject to the
Ownership Cap described in Item 6 herein.

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