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): May 6, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 6, 2015, Alliqua BioMedical, Inc. (the “Company”) held its 2015 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved an amendment to the Company’s 2014 Long-Term Incentive Plan (the “2014 Plan”) to increase the total number of shares of common stock authorized for issuance under the 2014 Plan by an additional 3,500,000 shares, to a total of 5,500,000 shares of common stock (the “Plan Amendment”). The Plan Amendment had been previously approved by the Company’s board of directors (the “Board”) on February 26, 2015, subject to stockholder approval.
For more information about the Plan Amendment and the 2014 Plan, see the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on March 27, 2015 (the “2015 Proxy”), the relevant portions of which are incorporated herein by reference. The description of the Plan Amendment above and such portions of the 2015 Proxy are qualified in their entirety by reference to the full text of the Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the following three proposals were submitted to the Company’s stockholders:
| (1) | Election of seven directors to serve on the Board for a term of one year or until their respective successors are elected and qualified, for which the following were nominees: David Johnson; Jerome Zeldis, M.D., Ph.D.; Andrew Africk; Perry Karsen; Joseph Leone; Gary Restani; and Jeffrey Sklar. |
| (2) | A proposal to approve the Plan Amendment. |
| (3) | Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. |
For more information about the foregoing proposals, see the Company’s 2015 Proxy, the relevant portions of which are incorporated herein by reference. Holders of the Company’s common stock were entitled to one vote per share. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
| (1) | Election of seven directors to serve on the Board for a term of one year or until their respective successors are elected and qualified: |
| Director | For | Withheld | Broker Non-Votes | |||
| Andrew Africk | 8,328,600 | 31,999 | 4,601,306 | |||
| David Johnson | 8,317,187 | 43,412 | 4,601,306 | |||
| Perry Karsen | 8,326,500 | 34,099 | 4,601,306 | |||
| Joseph Leone | 8,307,669 | 52,930 | 4,601,306 | |||
| Gary Restani | 8,106,066 | 254,533 | 4,601,306 | |||
| Jeffrey Sklar | 7,873,556 | 487,043 | 4,601,306 | |||
| Jerome Zeldis, M.D., Ph.D. | 7,857,597 | 503,002 | 4,601,306 |
| (2) | Approval of the Plan Amendment: |
| For | Against | Abstain | Broker Non-Votes | |||
| 7,665,111 | 601,399 | 94,089 | 4,601,306 |
| (3) | Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015: |
| For | Against | Abstain | ||
| 12,839,671 | 104,402 | 17,832 |
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | First Amendment to the Alliqua BioMedical, Inc. 2014 Long-Term Incentive Plan |
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: May 6, 2015 | By: | /s/ Brian Posner | |
| Name: Brian Posner | |||
| Title: Chief Financial Officer | |||
Exhibit 10.1
FIRST AMENDMENT
TO THE
ALLIQUA BIOMEDICAL, INC. 2014 LONG-TERM INCENTIVE PLAN
This FIRST AMENDMENT TO THE ALLIQUA BIOMEDICAL, INC. 2014 LONG-TERM INCENTIVE PLAN (this “ Amendment ”), effective as of February 26, 2015, is made and entered into by Alliqua BioMedical, Inc., a Delaware corporation (the “ Company ”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Alliqua BioMedical, Inc. 2014 Long-Term Incentive Plan (the “ Plan ”).
RECITALS
WHEREAS , Article 9 of the Plan provides that the Board of Directors of the Company (the “ Board ”) may amend the Plan at any time and from time to time;
WHEREAS , the Board desires to amend the Plan to increase the aggregate number of shares of Common Stock that may be issued under the Plan as set forth in Article 5 of the Plan by an additional three million five hundred thousand (3,500,000) shares of Common Stock; and
WHEREAS , the Board intends to submit this Amendment to the Company’s stockholders for approval.
NOW, THEREFORE , in accordance with Article 9 of the Plan, the Company hereby amends the Plan as follows:
1. Section 5.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 5.1:
5.1 Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12 , the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is five million five hundred thousand (5,500,000) shares, of which one hundred percent (100%) may be delivered pursuant to Incentive Stock Options. Subject to adjustment pursuant to Articles 11 and 12 , the maximum number of shares of Common Stock with respect to which Stock Options or SARs may be granted to an Executive Officer during any calendar year is one hundred fifteen thousand (115,000) shares of Common Stock. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.
2. This Amendment shall be effective on the date first set forth above. In the event stockholder approval of this Amendment is not obtained within twelve (12) months of the date the Board approved this Amendment, the additional shares added to the Plan pursuant to this Amendment shall not be available for grant as Incentive Stock Options.
3. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
IN WITNESS WHEREOF , the Company has caused this Amendment to be duly executed as of the date first written above.
| ALLIQUA BIOMEDICAL, INC. | |||
| By: | /s/ Brian Posner | ||
| Name: | Brian Posner | ||
| Title: | Chief Financial Officer | ||