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, 2016
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.) |
||
|
1010 Stony Hill Road Suite 200 Yardley, PA 19067 |
19067 |
|
| (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 3.03 | Material Modifications to Rights of Securities Holders. |
The information contained in Items 5.03 and 5.07 of this report is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information contained in Item 5.07 of this report is incorporated herein by reference.
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 6, 2016, Alliqua BioMedical, Inc. (the “Company”) held its 2016 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 45,714,286 to 95,000,000 shares (the “Certificate Amendment”). The Certificate Amendment had been previously approved by the Company’s board of directors (the “Board”) on March 14, 2016, subject to stockholder approval. Immediately following the Annual Meeting on May 6, 2016, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation.
For more information about the Certificate Amendment, see the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on March 25, 2016 (the “2016 Proxy”), the relevant portions of which are incorporated herein by reference. A copy of the Certificate Amendment is attached as Exhibit 3.1 hereto 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, Winton Kung, Joseph Leone, Gary Restani, Jeffrey Sklar, Mark Wagner and Jerome Zeldis, M.D., Ph.D. |
| (2) | A proposal to approve the Certificate Amendment to increase the number of authorized shares of common stock from 45,714,286 to 95,000,000 shares. |
| (3) | Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. |
For more information about the foregoing proposals, see the Company’s 2016 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 | |||
| David Johnson | 15,038,282 | 1,379,411 | 5,844,813 | |||
| Winston Kung | 15,007,388 | 1,410,305 | 5,844,813 | |||
| Joseph Leone | 15,331,787 | 1,085,906 | 5,844,813 | |||
| Gary Restani | 14,990,473 | 1,427,220 | 5,844,813 | |||
| Jeffrey Sklar | 14,976,015 | 1,441,678 | 5,844,813 | |||
| Mark Wagner | 14,620,561 | 1,797,132 | 5,844,813 | |||
| Jerome Zeldis, M.D., Ph.D. | 13,960,013 | 2,457,680 | 5,844,813 |
| (2) | Approval of the Certificate Amendment to increase the number of authorized shares of common stock from 45,714,286 to 95,000,000 shares: |
| For | Against | Abstain | Broker Non-Votes | |||
| 18,139,685 | 3,727,185 | 395,636 | N/A |
| (3) | Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016: |
| For | Against | Abstain | Broker Non-Votes | |||
| 21,125,439 | 110,453 | 1,026,614 | N/A |
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 | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of Alliqua BioMedical, Inc. |
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, 2016 | By: /s/ Brian Posner |
| Name: Brian Posner | |
| Title: Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ALLIQUA BIOMEDICAL, INC.
Alliqua BioMedical, Inc. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:
1. The original Certificate of Incorporation of this Corporation was filed with the Secretary of State of Delaware on April 15, 2014 (the “ Certificate of Incorporation ”).
2. Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of Incorporation and declaring said amendment to be advisable and calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation.
3. The Certificate of Incorporation is hereby amended by deleting the first paragraph of ARTICLE FOURTH in its entirety and inserting the following in lieu thereof:
“ FOURTH: A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 96,000,000, consisting of 95,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), and 1,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”).”
4. Pursuant to the resolution of the Board of Directors, a meeting of the stockholders of the Company was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the foregoing amendment.
5. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[SIGNATURE PAGE FOLLOWS]
[SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]
IN WITNESS WHEREOF, Alliqua BioMedical, Inc., has caused this Certificate to be executed by its duly authorized officer on this 6th day of May, 2016.
| ALLIQUA BIOMEDICAL, INC. | |
| By: /s/ David I. Johnson | |
| David I. Johnson | |
| President and CEO |