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Filing Details

Accession Number:
0001144204-17-018725
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-04-04 09:05:07
Reporting Period:
2017-03-21
Filing Date:
2017-04-04
Accepted Time:
2017-04-04 09:05:07
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1054274 Alliqua Biomedical Inc. ALQA Surgical & Medical Instruments & Apparatus (3841) 582349413
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1172343 T Mark Wagner C/o Alliqua Biomedical, Inc.
1010 Stony Hill Road
Yardley PA 19067
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2017-04-03 62,500 $0.40 70,500 No 4 P Direct
Common Stock Acquisiton 2017-03-21 75,876 $0.67 323,802 No 4 J Indirect By 2003 Revocable Trust of Mark Wagner
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 J Indirect By 2003 Revocable Trust of Mark Wagner
Footnotes
  1. The reported shares are owned directly by 2003 Revocable Trust of Mark Wagner dated April 23, 2003 (the "Wagner Trust"). Mark Wagner is the trustee and deemed to have a pecuniary interest in, and therefore to be the beneficial owner of, the shares held by the Wagner Trust. On March 21, 2017, the Wagner Trust became entitled to receive 75,876 shares of the Issuer's common stock pursuant to an earn-out provision in the merger agreement pursuant to which the Issuer acquired all outstanding equity interest of Celleration, Inc. ("Celleration").
  2. The merger agreement provided that the equity holders of Celleration would receive additional shares of the Issuer's common stock, for no additional consideration, if Celleration's revenue exceeded the revenue target for the fiscal year ending December 31, 2016, as set forth in the merger agreement. Celleration's revenue exceeded the revenue target for 2016, as a result of which Celleration's former equity holders, including the Wagner Trust, acquired additional shares, as determined on March 21, 2017, pursuant to the formula set forth in the merger agreement.
  3. For purposes of determining the number of shares issuable pursuant to the earn-out right, the formula set forth in the merger agreement provided that the Issuer's common stock would be valued at $0.67, based on the 45 trading day volume weighted average price as of the trading day prior to December 31, 2016.