- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2017-04-04 09:05:07
- Reporting Period:
- Filing Date:
- Accepted Time:
- 2017-04-04 09:05:07
- SEC Url:
- Form 4 Filing
|Cik||Name||Symbol||Sector (SIC)||IRS No|
|1054274||Alliqua Biomedical Inc.||ALQA||Surgical & Medical Instruments & Apparatus (3841)||582349413|
|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
|Sec. Name||Acquisiton - Disposition||Date||Amount||Price||Remaning Holdings||Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|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||J||Indirect||By 2003 Revocable Trust of Mark Wagner|
- 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").
- 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.
- 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.