|
Delaware
|
| |
3841
|
| |
26-4042544
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Rick A. Werner, Esq.
Haynes and Boone, LLP 30 Rockefeller Plaza, 26 th Floor New York, NY 10112 (212) 659-7300 |
| |
Neil M. Kaufman
Kaufman & Associates, LLC 190 Motor Parkway, Suite 202 Hauppauge, NY 11788 (631) 972-0042 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒
|
|
| | | | | | | | | |
Emerging growth company ☒
|
|
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 25 | | | |
| | | | | 52 | | | |
| | | | | 54 | | | |
| | | | | 63 | | | |
| | | | | 71 | | | |
| | | | | 74 | | | |
| | | | | 75 | | | |
| | | | | 75 | | | |
| | | | | 75 | | | |
| | | | | 76 | | | |
| | | | | 77 | | | |
| | | | | 78 | | | |
| | | | | 79 | | | |
| | | | | 85 | | | |
| | | | | 89 | | | |
| | | | | 113 | | | |
| | | | | 116 | | | |
| | | | | 121 | | | |
| | | | | 123 | | | |
| | | | | 124 | | | |
| | | | | 129 | | | |
| | | | | 132 | | | |
| | | | | 134 | | | |
| | | | | 136 | | | |
| | | | | 141 | | | |
| | | | | 142 | | | |
| | | | | 142 | | | |
| | | | | 142 | | | |
| | | | | F-1 | | |
| | |
As of or for the years ended
|
| |||||||||
| | |
December 31,
2018 |
| |
December 31,
2017 |
| ||||||
(in millions)
|
| |
Historical
|
| |||||||||
Combined Statement of Operations data: | | | | | | | | | | | | | |
Revenue
|
| | | $ | 2,213 | | | | | $ | 1,992 | | |
Loss from operations before tax
|
| | | | (1,888 ) | | | | | | (969 ) | | |
Net loss
|
| | | | (1,888 ) | | | | | | (953 ) | | |
Combined Balance Sheet Data: | | | | | | | | | | | | | |
Total assets
|
| | | $ | 739 | | | | | $ | 894 | | |
Total current liabilities
|
| | | | 407 | | | | | | 210 | | |
Other long-term liabilities
|
| | | | 51 | | | | | | 59 | | |
Total liabilities
|
| | | | 458 | | | | | | 269 | | |
Combined Statements of Cash Flows data: | | | | | | | | | | | | | |
Cash flows (used in) operating activities
|
| | | $ | (1,544 ) | | | | | $ | (777 ) | | |
Cash flows (used in) investing activities
|
| | | | — | | | | | | (7 ) | | |
Cash flows provided by financing activities
|
| | | | 1,544 | | | | | | 784 | | |
Advances from Parent
|
| | | | 1,544 | | | | | | 784 | | |
| | |
As of or for the years ended
|
| |||||||||
| | |
December 31,
2018 |
| |
December 31,
2017 |
| ||||||
| | |
Historical
|
| |||||||||
Consolidated Statement of Operations data: | | | | | | | | | | | | | |
Operating Expenses
|
| | | $ | 1,171,494 | | | | | $ | 737,670 | | |
Net loss
|
| | | | (1,171,494 ) | | | | | | (737,670 ) | | |
Consolidated Balance Sheet Data: | | | | | | | | | | | | | |
Total assets
|
| | | $ | 909,252 | | | | | $ | 471,500 | | |
Total current liabilities
|
| | | | 2,842,455 | | | | | | 2,269,465 | | |
Total liabilities
|
| | | | 2,842,455 | | | | | | 2,269,465 | | |
Members’ deficit
|
| | | $ | (1,933,203 ) | | | | | $ | (1,797,965 ) | | |
Consolidated Statements of Cash Flows data: | | | | | | | | | | | | | |
Cash flows (used in) operating activities
|
| | | $ | (621,899 ) | | | | | $ | (625,393 ) | | |
Cash flows provided by financing activities
|
| | | | 981,088 | | | | | | 625,393 | | |
Advances from TOG
|
| | | | 481,088 | | | | | | 625,393 | | |
(in thousands)
|
| |
Historical
TOP for the Year Ended December 31, 2018 |
| |
Historical
AquaMed for the Year Ended December 31, 2018 |
| |
Transaction
Adjustments |
| |
Pro Forma
Combined |
| ||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 2,213 | | | | | $ | — | | | | | $ | 2,213 | | |
Loss before income taxes
|
| | | | (1,171 ) | | | | | | (1,888 ) | | | | | | (138 ) | | | | | | (2,921 ) | | |
Income tax provision
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (1,171 ) | | | | | $ | (1,888 ) | | | | | $ | (138 ) | | | | | $ | (2,921 ) | | |
Total assets
|
| | | $ | 909 | | | | | $ | 739 | | | | | $ | 10,000 | | | | | $ | 11,648 | | |
Total liabilities
|
| | | $ | 2,842 | | | | | $ | 458 | | | | | $ | (500 ) | | | | | $ | 2,800 | | |
(in thousands)
|
| |
TO
Pharmaceuticals as of December 31, 2018 |
| |
AquaMed
Technologies, Inc. as of December 31, 2018 |
| |
Effect of
Mergers |
| |
Pro Forma
Combined |
| ||||||||||||
Cash
|
| | | $ | 359 | | | | | | — | | | | | $ | 10,000 | | | | | $ | 10,359 | | |
Short-term obligations: | | | | | | | | | | | | | | | | | | | | | | | | | |
Current maturities of long-term debt
|
| | | $ | 500 | | | | | | | | | | | $ | (500 ) | | | | | | — | | |
Current maturities of capitalized lease obligations
|
| | | | — | | | | | | | | | | | | | | | | | | — | | |
Total short-term debt and current obligations of long-term debt
|
| | | $ | 500 | | | | | | — | | | | | $ | (500 ) | | | | | | — | | |
Long-term obligations: | | | | | | | | | | | | | | | | | | | | | | | | | |
Total long-term debt
|
| | | $ | — | | | | | | | | | | | | | | | | | | — | | |
Less: current maturities of long-term debt
|
| | | | — | | | | | | | | | | | | | | | | | | — | | |
Total long-term debt, net of current maturities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | | | |
Member’s Deficit
|
| | | $ | (1,933 ) | | | | | $ | — | | | | | $ | 1,933 | | | | | | — | | |
Parent’s Net Investment
|
| | | | — | | | | | | 281 | | | | | | (281 ) | | | | | | — | | |
Preferred stock
|
| | | | | | | | | | | | | | | | | | | | | | — | | |
Common stock
|
| | | | | | | | | | | | | | | | 17 | | | | | | 17 | | |
Additional paid in capital
|
| | | | | | | | | | | | | | | | 8,831 | | | | | | 8,831 | | |
Accumulated deficit
|
| | | | | | | | | | | | | | | | | | | | | | — | | |
Accumulated other comprehensive (loss) income
|
| | | | | | | | | | | | | | | | | | | | | | — | | |
Total equity
|
| | | | (1,933 ) | | | | | | 281 | | | | | | 10,500 | | | | | | 8,848 | | |
Total capitalization
|
| | | $ | (1,433 ) | | | | | $ | 281 | | | | | | 10,000 | | | | | $ | 8,848 | | |
|
| | |
Year Ended
December 31, |
| |||||||||
(in thousands)
|
| |
2018
|
| |
2017
|
| ||||||
REVENUES: | | | | | | | | | | | | | |
Revenue, net of returns, allowances and discounts
|
| | | $ | 2,213 | | | | | $ | 1,992 | | |
Cost of revenues
|
| | | | (1,699 ) | | | | | | (1,845 ) | | |
Gross profit
|
| | | | 514 | | | | | | 147 | | |
OPERATING EXPENSES: | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | | (2,402 ) | | | | | | (1,116 ) | | |
Total operating expenses
|
| | | | (2,402 ) | | | | | | (1,116 ) | | |
Loss from operations
|
| | | | (1,888 ) | | | | | | (969 ) | | |
OTHER INCOME: | | | | | | | | | | | | | |
Sundry
|
| | | | — | | | | | | — | | |
Total other income
|
| | | | — | | | | | | — | | |
LOSS FROM OPERATIONS BEFORE TAX
|
| | | | (1,888 ) | | | | | | (969 ) | | |
INCOME TAX BENEFIT
|
| | | | — | | | | | | 16 | | |
NET LOSS
|
| | | $ | (1,888 ) | | | | | $ | (953 ) | | |
|
(in thousands)
|
| |
December 31,
2018 |
| |
December 31,
2017 |
| ||||||
Consolidated Balance Sheet Data: | | | | | | | | | | | | | |
Accounts receivable, net
|
| | | $ | 34 | | | | | $ | 99 | | |
Inventory, net
|
| | | | 101 | | | | | | 93 | | |
Prepaid expenses and other current assets
|
| | | | 226 | | | | | | 7 | | |
Total assets
|
| | | | 739 | | | | | | 894 | | |
Total liabilities
|
| | | | 458 | | | | | | 269 | | |
Total Parent Net Investment
|
| | | | 281 | | | | | | 625 | | |
Total liabilities and Parent net investment
|
| | | $ | 739 | | | | | $ | 894 | | |
| | |
Year Ended
December 31, |
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
OPERATING EXPENSES: | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | $ | 740,481 | | | | | $ | 502,574 | | |
Research and development
|
| | | | 431,013 | | | | | | 235,096 | | |
Total operating expenses
|
| | | | 1,171,494 | | | | | | 737,670 | | |
Loss from operations
|
| | | | (1,171,494 ) | | | | | | (737,670 ) | | |
NET LOSS
|
| | | $ | (1,171,494 ) | | | | | $ | (737,670 ) | | |
|
| | |
December 31,
2018 |
| |
December 31,
2017 |
| ||||||
Consolidated Balance Sheet Data: | | | | | | | | | | | | | |
Licenses, net of accumulated amortization
|
| | | | 429,250 | | | | | | 454,500 | | |
Total assets
|
| | | | 909,252 | | | | | | 471,500 | | |
Total liabilities
|
| | | | 2,842,455 | | | | | | 2,269,465 | | |
Members’ deficit
|
| | | $ | (1,933,203 ) | | | | | $ | (1,797,965 ) | | |
| | |
TO
Pharmaceuticals (1) |
| |
AquaMed
Technologies, Inc. (1) |
| |
Transaction
Adjustments |
| |
Footnote
Reference |
| |
Pro Forma
Consolidation |
| ||||||||||||
ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 359 | | | | | $ | — | | | | | $ | 10,000 | | | |
3(c)
|
| | | $ | 10,359 | | |
Accounts receivable
|
| | | | — | | | | | | 34 | | | | | | — | | | | | | | | | 34 | | |
Inventory, net
|
| | | | — | | | | | | 101 | | | | | | — | | | | | | | | | 101 | | |
Prepaid expenses and other current assets
|
| | | | 121 | | | | | | 226 | | | | | | — | | | | | | | | | 347 | | |
Total current assets
|
| | | | 480 | | | | | | 361 | | | | | | 10,000 | | | | | | | | | 10,841 | | |
Improvements and equipment, net
|
| | | | — | | | | | | 200 | | | | | | — | | | | | | | | | 200 | | |
Intangible assets, net
|
| | | | 429 | | | | | | — | | | | | | — | | | | | | | | | 429 | | |
Goodwill
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | |
Other assets
|
| | | | — | | | | | | 178 | | | | | | — | | | | | | | | | 178 | | |
Total assets
|
| | | $ | 909 | | | | | $ | 739 | | | | | $ | 10,000 | | | | | | | | $ | 11,648 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 294 | | | | | $ | 157 | | | | | $ | — | | | | | | | | $ | 451 | | |
Accrued expenses and other current
liabilities |
| | | | 449 | | | | | | 250 | | | | | | — | | | | | | | | | 699 | | |
Convertible promissory notes payable
|
| | | | 500 | | | | | | — | | | | | | (500 ) | | | |
3(e)
|
| | | | — | | |
Due to parent
|
| | | | 1,599 | | | | | | — | | | | | | — | | | | | | | | | 1,599 | | |
Total current liabilities
|
| | | | 2,842 | | | | | | 407 | | | | | | — | | | | | | | | | 3,249 | | |
Long-term debt
|
| | | | | | | | | | | | | | | | — | | | | | | | | | — | | |
Other long-term liabilities
|
| | | | — | | | | | | 51 | | | | | | — | | | | | | | | | 51 | | |
Total liabilities
|
| | | | 2,842 | | | | | | 458 | | | | | | (500 ) | | | | | | | | | 2,800 | | |
Commitments and Contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Member Deficit
|
| | | | (1,933 ) | | | | | | | | | | | | 1,933 | | | |
3(b)
|
| | | | — | | |
Parent’s Net Investment
|
| | | | — | | | | | | 281 | | | | | | (281 ) | | | |
2(a), 3(a)
|
| | | | — | | |
Preferred Stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | |
Common Stock
|
| | | | — | | | | | | — | | | | | | 17 | | | |
3(d)
|
| | | | 17 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | | | | | 8,831 | | | |
3(a), 3(b)
|
| | | | 8,331 | | |
Accumulated deficit
|
| | | | — | | | | | | — | | | | | | — | | | |
2(a), 3(c), 3(d)
|
| | | | — | | |
Total stockholders’ equity
|
| | | | (1,933 ) | | | | | | 281 | | | | | | 10,500 | | | | | | | | | 8,848 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 909 | | | | | $ | 739 | | | | | $ | 10,000 | | | | | | | | $ | 11,648 | | |
|
| | |
TO
Pharmaceuticals (1) |
| |
AquaMed
Technologies, Inc. (1) |
| |
Transaction
Adjustments |
| |
Footnote
Reference |
| |
Pro Forma
Combined |
| ||||||||||||
Revenue, net of returns, allowances and discounts
|
| | | $ | — | | | | | $ | 2,213 | | | | | $ | — | | | | | | | | $ | 2,213 | | |
Cost of revenues
|
| | | | — | | | | | | 1,699 | | | | | | — | | | | | | | | | 1,699 | | |
Gross profit
|
| | | | — | | | | | | 514 | | | | | | — | | | | | | | | | 514 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | | 740 | | | | | | 2,402 | | | | | | (138 ) | | | |
3(f)
|
| | | | 3,004 | | |
Research and product development
|
| | | | 431 | | | | | | — | | | | | | — | | | | | | | | | 431 | | |
Total operating expenses
|
| | | | 1,171 | | | | | | 2,402 | | | | | | (138 ) | | | | | | | | | 3,435 | | |
Loss from operations
|
| | | | (1,171 ) | | | | | | (1,888 ) | | | | | | 138 | | | | | | | | | (2,921 ) | | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total other expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | |
Loss before income tax provision
|
| | | | (1,171 ) | | | | | | (1,888 ) | | | | | | — | | | | | | | | | (3,059 ) | | |
Income tax benefit
|
| | | | — | | | | | | — | | | | | | 138 | | | | | | | | | 138 | | |
Net loss
|
| | | $ | (1,171 ) | | | | | $ | (1,888 ) | | | | | $ | 138 | | | | | | | | $ | (2,921 ) | | |
Net loss per common share
|
| | | | — | | | | | | — | | | | | | — | | | |
3(g)
|
| | | $ | (0.18 ) | | |
Weighted average common shares outstanding
|
| | | | — | | | | | | — | | | | | | 16,278 | | | |
3(g)
|
| | | | 16,278 | | |
|
Receivables and other current assets
|
| | | | 260 | | |
|
Property and equipment
|
| | | | 200 | | |
|
Inventory
|
| | | | 101 | | |
|
Goodwill
|
| | | | 0 | | |
|
Other noncurrent assets
|
| | | | 178 | | |
|
Other liabilities assumed
|
| | | | (458 ) | | |
|
Preliminary valuation of common shares to be issued
|
| | | $ | 281 | | |
Name
|
| |
Aggregate
Number of Shares |
| |||
Former Alliqua Shareholders
|
| | | | 1,750,000 | | |
Former TOP Members (excluding conversion of $500,000 of principal amount of convertible notes)
|
| | | | 12,490,782 | | |
Shares sold to investors in the Private Placement
|
| | | | 2,333,333 | | |
Shares issuable upon the assumed conversion of $500,000 of principal amount of TOP convertible notes
|
| | | | 223,246 | | |
Shares issued to consultant
|
| | | | 758,182 | | |
Shares issued to advisor
|
| | | | 151,667 | | |
Total shares outstanding:
|
| | | | 17,707,210 | | |
Application number
|
| |
Description of Provisional Patent
|
| |
Filing Date
|
|
62/610,589 | | | Use of cannabinoid compositions for the treatment of inflammatory skin disorders* | | |
December 12, 2017
|
|
62/632,021 | | | Use of cannabinoid compositions and methods for the treatment of protein energy wasting | | |
February 19, 2018
|
|
62/674,235 | | | Use of cannabinoid compositions for the treatment of inflammatory skin disorders | | |
May 21, 2018
|
|
62/676,093 | | | Use of cannabis-based compositions for the treatment of autistic spectrum disorders | | |
May 24, 2018
|
|
62/776,076 | | | Use of cannabis-based compositions for the treatment of Alzheimer’s disease and dementia | | |
December 6, 2018
|
|
62/776,084 | | | Use of cannabis-based compositions for the treatment of Migraine and headache | | |
December 6, 2018
|
|
|
DATA
|
| |
RESEARCH
|
| |
CLINICAL DEVELOPMENT
|
| | | | | ||||||||
|
•
TOL has amassed one of the largest medical cannabis treatment databases in the world, with over 20,000 patient records.
•
Patients have reported on the strain used, dosage prescribed and outcomes across a wide variety of diseases.
•
TOP has leveraged TOL’s data to selectively apply for 7 patents.
|
| |
•
TOP and TOL scientists have been researching cannabinoids for over 40 years.
•
At least ten published peer-reviewed journal articles have been published by the TOP and TOL team.
•
TOP and TOL regularly conduct retrospective analyses on its patient dataset to identify optimal strains/disease states for clinical investigation.
|
| |
•
Two completed Phase II double-blind trials related to Crohn’s disease and colitis in two different treatment platforms.
•
Currently recruiting accruing patients for two additional Phase II trials.
•
By mid 2019, TOP anticipates that three additional Phase II trials will have commenced.
|
| | | | | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Cost of revenues | | | | | | | | | | | | | |
Materials and finished products
|
| | | $ | 620 | | | | | $ | 674 | | |
Stock-based compensation
|
| | | | 33 | | | | | | 45 | | |
Compensation and benefits
|
| | | | 387 | | | | | | 481 | | |
Depreciation and amortization
|
| | | | 289 | | | | | | 288 | | |
Equipment, production and other expenses
|
| | | | 370 | | | | | | 357 | | |
Total cost of revenues
|
| | | $ | 1,699 | | | | | $ | 1,845 | | |
|
| | |
Year Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Selling, general and administrative expenses | | | | | | | | | | | | | |
Compensation and benefits
|
| | | $ | 464 | | | | | $ | 184 | | |
Stock-based compensation
|
| | | | 173 | | | | | | 198 | | |
Other expenses and professional fees
|
| | | | 1,765 | | | | | | 734 | | |
Total selling, general and administrative expenses
|
| | | $ | 2,402 | | | | | $ | 1,116 | | |
|
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers | | | | | | | |
Seth Yakatan | | |
48
|
| | Director, Chief Executive Officer and Interim Chief Financial Officer | |
Mitchell Glass | | |
67
|
| | Chief Medical Officer | |
Sidney Taubenfeld | | |
58
|
| | Vice President | |
Directors | | | | | | | |
David Johnson | | |
60
|
| | Chairman of the Board of Directors | |
Berel Farkas | | |
30
|
| | Director | |
Oren Shenkar | | |
51
|
| | Director | |
George Kegler | | |
63
|
| | Director | |
Name and principal position
|
| |
Salary
|
| |
Annual
Incentive Target (1) |
| |
Long Term
Incentive Target (1) |
| |
Target Total Direct
Compensation (1) |
| ||||||||||||
Seth Yakatan
|
| | | $ | 150,000 | | | | | | — | | | | | | — | | | | | | — | | |
Dr. Mitchell Glass
|
| | | $ | 120,000 | | | | | | — | | | | | | — | | | | | | — | | |
Sidney Taubenfeld
|
| | | $ | 168,000 | | | | | | — | | | | | | — | | | | | | — | | |
Position
|
| |
Cash retainer
amount* |
| |||
Member of Board of Directors
|
| | | $ | 35,000 | | |
Chairman of the Board of Directors
|
| | | $ | 25,000 | | |
Audit Committee Chair
|
| | | $ | 10,000 | | |
Compensation Committee Chair
|
| | | $ | 7,500 | | |
Nominating and Governance Committee Chair
|
| | | $ | 7,500 | | |
Committee Member
|
| | | $ | 2,500 | | |
Name and Address of Beneficial Owner
(1)
|
| |
Number of
Shares Beneficially Owned (2) |
| |
Percentage
Beneficially Owned (2) |
| ||||||
5% Owners | | | | | | | | | | | | | |
Tikun Olam Ltd.
183 Ibn Gabirol Street Tel Aviv, 6200715, Israel |
| | | | 2,125,493 (3) | | | | | | 12 % | | |
Tsachi Cohen
183 Ibn Gabirol Street Tel Aviv, 6200715, Israel |
| | | | 2,125,493 (3) | | | | | | 12 % | | |
Menachem Silber
77 Water Street, 8 th Floor New York, NY 10005 |
| | | | 1,179,111 | | | | | | 6.7 % | | |
Eric Lerner
77 Water Street, 8 th Floor New York, NY 10005 |
| | | | 915,694 | | | | | | 5.2 % | | |
Officers and Directors | | | | | | | | | | | | | |
Berel Farkas
|
| | | | 1,643,110 (4) | | | | | | 9.3 % | | |
Oren Shenkar
|
| | | | — | | | | | | — | | |
George Kegler
|
| | | | — | | | | | | — | | |
Name and Address of Beneficial Owner
(1)
|
| |
Number of
Shares Beneficially Owned (2) |
| |
Percentage
Beneficially Owned (2) |
| ||||||
David I. Johnson
|
| | | | 119,847 (5) | | | | | | * | | |
Seth Yakatan
(6)
|
| | | | — | | | | | | — | | |
Mitchell Glass
|
| | | | 4,667 | | | | | | * | | |
Sidney Taubenfeld
|
| | | | 443,441 (7) | | | | | | 2.5 % | | |
All executive officers and directors of the Company, as a group
|
| | | | 2,211,065 | | | | | | 12.5 % | | |
| AUDITED FINANCIAL STATEMENTS OF AQUAMED: | | | | | | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF TOP: | | | | | | | |
| | | | | F-20 | | | |
| | | | | F-21 | | | |
| | | | | F-22 | | | |
| | | | | F-23 | | | |
| | | | | F-24 | | | |
| | | | | F-25 | | |
| | |
December 31,
2018 |
| |
December 31,
2017 |
| ||||||
ASSETS: | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | |
Accounts receivable, net
|
| | | $ | 34 | | | | | $ | 99 | | |
Inventory, net
|
| | | | 101 | | | | | | 93 | | |
Prepaid expenses and other current assets
|
| | | | 226 | | | | | | 7 | | |
Total current assets
|
| | | | 361 | | | | | | 199 | | |
Improvements and equipment, net
|
| | | | 200 | | | | | | 522 | | |
Other assets
|
| | | | 178 | | | | | | 173 | | |
Total assets
|
| | | $ | 739 | | | | | $ | 894 | | |
LIABILITIES AND PARENT’S NET INVESTMENT | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 157 | | | | | $ | 63 | | |
Accrued expenses and other current liabilities
|
| | | | 250 | | | | | | 147 | | |
Total current liabilities
|
| | | | 407 | | | | | | 210 | | |
Other long-term liabilities
|
| | | | 51 | | | | | | 59 | | |
Total liabilities
|
| | | | 458 | | | | | | 269 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Parent’s net investment
|
| | | | 281 | | | | | | 625 | | |
Total Parent’s net investment
|
| | | | 281 | | | | | | 625 | | |
Total liabilities and Parent’s net investment
|
| | | $ | 739 | | | | | $ | 894 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Revenue, net of returns, allowances and discounts
|
| | | $ | 2,213 | | | | | $ | 1,992 | | |
Cost of revenues
|
| | | | 1,699 | | | | | | 1,845 | | |
Gross profit
|
| | | | 514 | | | | | | 147 | | |
Operating expenses | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | | 2,402 | | | | | | 1,116 | | |
Total operating expenses
|
| | | | 2,402 | | | | | | 1,116 | | |
Loss from operations before tax
|
| | | | (1,888 ) | | | | | | (969 ) | | |
Income tax benefit
|
| | | | — | | | | | | 16 | | |
Net loss
|
| | | $ | (1,888 ) | | | | | $ | (953 ) | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Parent’s net investment, beginning of year
|
| | | $ | 625 | | | | | $ | 794 | | |
Net Loss
|
| | | | (1,888 ) | | | | | | (953 ) | | |
Advances from Parent
|
| | | | 1,544 | | | | | $ | 784 | | |
Parent’s net investment, end of year
|
| | | $ | 281 | | | | | $ | 625 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Operating Activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (1,888 ) | | | | | $ | (953 ) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 322 | | | | | | 316 | | |
Amortization of deferred lease incentive
|
| | | | (8 ) | | | | | | (8 ) | | |
Deferred income tax expense
|
| | | | — | | | | | | (16 ) | | |
Provision for doubtful accounts
|
| | | | (1 ) | | | | | | 2 | | |
Provision for excess and slow moving inventory
|
| | | | (5 ) | | | | | | 5 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts receivable
|
| | | | 66 | | | | | | (27 ) | | |
Inventory
|
| | | | (3 ) | | | | | | 60 | | |
Prepaid expenses and other assets
|
| | | | (224 ) | | | | | | 18 | | |
Accounts payable
|
| | | | 94 | | | | | | (84 ) | | |
Accrued expenses and other liabilities
|
| | | | 103 | | | | | | (90 ) | | |
Net Cash Used in Operating Activities
|
| | | | (1,544 ) | | | | | | (777 ) | | |
Investing Activities | | | | | | | | | | | | | |
Purchase of improvements and equipment
|
| | | | — | | | | | | (7 ) | | |
Net Cash Used in Investing Activities
|
| | | | — | | | | | | (7 ) | | |
Financing Activities | | | | | | | | | | | | | |
Advances from parent
|
| | | | 1,544 | | | | | | 784 | | |
Net Cash Provided by Financing Activities
|
| | | | 1,544 | | | | | | 784 | | |
Net Increase (Decrease) in Cash and Cash Equivalents
|
| | | | — | | | | | | — | | |
Cash and Cash Equivalents – Beginning of year
|
| | | | — | | | | | | — | | |
Cash and Cash Equivalents – End of year
|
| | | $ | — | | | | | $ | — | | |
Supplemental Disclosure of Cash Flows Information | | | | | | | | | | | | | |
Cash paid during the year for: | | | | | | | | | | | | | |
Interest
|
| | | $ | — | | | | | $ | — | | |
Taxes
|
| | | | — | | | | | | — | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Selling, general and administrative expenses | | | | | | | | | | | | | |
Compensation and benefits
|
| | | $ | 464 | | | | | $ | 184 | | |
Stock-based compensation
|
| | | | 173 | | | | | | 198 | | |
Other expenses and professional fees
|
| | | | 1,765 | | | | | | 734 | | |
Total selling, general and administrative expenses
|
| | | $ | 2,402 | | | | | $ | 1,116 | | |
|
| | |
December 31,
2018 |
| |
December 31,
2017 |
| ||||||
Raw materials
|
| | | $ | 101 | | | | | $ | 98 | | |
Less: Inventory reserve for excess and slow moving inventory
|
| | | | — | | | | | | (5 ) | | |
Total
|
| | | $ | 101 | | | | | $ | 93 | | |
|
| | |
December 31,
2018 |
| |
December 31,
2017 |
| ||||||
Salaries, benefits and incentive compensation
|
| | | $ | 108 | | | | | $ | 92 | | |
Professional fees
|
| | | | 95 | | | | | | 28 | | |
Other
|
| | | | 47 | | | | | | 27 | | |
Total accrued expenses and other current liabilities
|
| | | $ | 250 | | | | | $ | 147 | | |
|
|
2019
|
| | | | 207 | | |
|
2020
|
| | | | 207 | | |
|
2021
|
| | | | 207 | | |
|
2022
|
| | | | 207 | | |
|
2023
|
| | | | 207 | | |
|
Thereafter
|
| | | | 434 | | |
|
Total
|
| | | $ | 1,469 | | |
|
| | |
% of Total Revenue
|
| |
Accounts
Receivable |
| |
Accounts
Receivable |
| |||||||||||||||
Customer
|
| |
2018
|
| |
2017
|
| |
December 31,
2018 |
| |
December 31,
2017 |
| ||||||||||||
A
|
| | | | 63 % | | | | | | 65 % | | | | | | 0 % | | | | | | 100 % | | |
B
|
| | | | 14 % | | | | | | 16 % | | | | | | 0 % | | | | | | 0 % | | |
| | |
Useful Life
(Years) |
| |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| |||||||||
Machinery and equipment
|
| |
3 – 10
|
| | | $ | 2,893 | | | | | $ | 2,893 | | |
Office furniture and equipment
|
| |
3 – 10
|
| | | | 49 | | | | | | 56 | | |
Leasehold improvements
|
| |
(A)
|
| | | | 228 | | | | | | 228 | | |
| | | | | | | | 3,170 | | | | | | 3,177 | | |
Less: Accumulated depreciation and amortization
|
| | | | | | | (2,970 ) | | | | | | (2,655 ) | | |
Improvements and equipment, net
|
| | | | | | $ | 200 | | | | | $ | 522 | | |
|
| | |
For The Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Federal: | | | | | | | | | | | | | |
Current
|
| | | $ | — | | | | | $ | — | | |
Deferred
|
| | | | — | | | | | | (13 ) | | |
State and local: | | | | | | | | | | | | | |
Current
|
| | | | — | | | | | | — | | |
Deferred
|
| | | | — | | | | | | (3 ) | | |
Income tax provision
|
| | | $ | — | | | | | $ | (16 ) | | |
|
| | |
For The Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
U.S. federal statutory rate
|
| | | | 21.0 % | | | | | | 34.0 % | | |
State tax rate, net of federal benefit
|
| | | | 1.1 % | | | | | | 0.1 % | | |
Permanent differences | | | | | | | | | | | | | |
— Change in fair value of warrant liability
|
| | | | 0.0 % | | | | | | 0.0 % | | |
— Change in fair value of contingent consideration
|
| | | | 0.0 % | | | | | | 0.0 % | | |
— Intangible impairment
|
| | | | 0.0 % | | | | | | 0.0 % | | |
— Other
|
| | | | 0.0 % | | | | | | 0.0 % | | |
State tax change
|
| | | | 4.2 % | | | | | | 0.0 % | | |
Tax Reform – Federal Rate Change
|
| | | | 0.0 % | | | | | | (139.1 )% | | |
Tax Reform – Change in valuation allowance
|
| | | | 0.0 % | | | | | | 139.1 % | | |
Change in valuation allowance
|
| | | | (26.3 )% | | | | | | (32.4 )% | | |
Income tax provision
|
| | | | 0.0 % | | | | | | 1.7 % | | |
|
| | |
As of December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Net operating loss carryforwards
|
| | | $ | 3,110 | | | | | $ | 2,752 | | |
Intangible Assets
|
| | | | 28 | | | | | | 233 | | |
Goodwill and Tradename
|
| | | | — | | | | | | 29 | | |
Accruals
|
| | | | 12 | | | | | | 21 | | |
Other
|
| | | | 18 | | | | | | 2 | | |
Total deferred tax assets
|
| | | | 3,168 | | | | | | 3,037 | | |
Valuation allowance
|
| | | | (3,151 ) | | | | | | (2,957 ) | | |
Deferred tax assets, net of valuation allowance
|
| | | $ | 17 | | | | | $ | 80 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Property and equipment
|
| | | | (17 ) | | | | | | (80 ) | | |
Intangible assets
|
| | | | — | | | | | | — | | |
Goodwill and Trade Name
|
| | | | — | | | | | | — | | |
Total deferred tax liabilities
|
| | | | (17 ) | | | | | | (80 ) | | |
Net deferred tax liabilities
|
| | | $ | — | | | | | $ | — | | |
|
| | |
2018
|
| |
2017
|
| ||||||
ASSETS
|
| | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 359,189 | | | | | $ | — | | |
Other current assets
|
| | | | 4,255 | | | | | | — | | |
Other receivables-related party
|
| | | | 116,558 | | | | | | 17,000 | | |
Total Current Assets
|
| | | | 480,002 | | | | | | 17,000 | | |
Intangible Assets | | | | | | | | | | | | | |
Licenses, net of accumulated amortization
|
| | | | 429,250 | | | | | | 454,500 | | |
Total Assets
|
| | | $ | 909,252 | | | | | $ | 471,500 | | |
LIAB
ILITIES
|
| | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 294,422 | | | | | $ | 65,155 | | |
Accrued expenses
|
| | | | 448,891 | | | | | | 50,000 | | |
Convertible promissory notes payable
|
| | | | 500,000 | | | | | | — | | |
Due to affiliate
|
| | | | 1,599,142 | | | | | | 2,154,310 | | |
Total Current Liabilities
|
| | | | 2,842,455 | | | | | | 2,269,465 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
MEMBERS’ DEFICIT
|
| | | | | | | | | | | | |
Members’ Deficit
|
| | | | (1,933,203 ) | | | | | | (1,797,965 ) | | |
Total Liabilities and Members’ Deficit
|
| | | $ | 909,252 | | | | | $ | 471,500 | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Operating Expenses | | | | | | | | | | | | | |
Selling, general & administrative
|
| | | $ | 740,481 | | | | | $ | 502,574 | | |
Research & development
|
| | | | 431,013 | | | | | | 235,096 | | |
Total Operating Expenses
|
| | | | 1,171,494 | | | | | | 737,670 | | |
Net Loss from Operations
|
| | | | (1,171,494 ) | | | | | $ | (737,670 ) | | |
Net Loss
|
| | | $ | (1,171,494 ) | | | | | $ | (737,670 ) | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Balance, Beginning of Year
|
| | | $ | (1,797,965 ) | | | | | $ | (1,060,295 ) | | |
Due to Affiliate converted to equity
|
| | | | 1,036,256 | | | | | | — | | |
Net Loss
|
| | | | (1,171,494 ) | | | | | | (737,670 ) | | |
Balance, End of Year
|
| | | $ | (1,933,203 ) | | | | | $ | (1,797,965 ) | | |
|
| | |
2018
|
| |
2017
|
| ||||||
Cash Flow from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (1,171,494 ) | | | | | $ | (737,670 ) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Amortization
|
| | | | 25,250 | | | | | | 25,250 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Other asset
|
| | | | (4,255 ) | | | | | | — | | |
Due from affiliate
|
| | | | (99,558 ) | | | | | | (17,000 ) | | |
Accounts payable
|
| | | | 229,267 | | | | | | 54,027 | | |
Accrued expenses
|
| | | | 398,891 | | | | | | 50,000 | | |
Net cash used in operating activities
|
| | | | (621,899 ) | | | | | | (625,393 ) | | |
Cash Flows from Financing Activities | | | | | | | | | | | | | |
Due to affiliate
|
| | | | 481,088 | | | | | | 625,393 | | |
Proceeds received from convertible notes
|
| | | | 500,000 | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 981,088 | | | | | | 625,393 | | |
Net Increase in cash and cash equivalents
|
| | | | 359,189 | | | | | | — | | |
Cash and cash equivalents, Beginning of the Year
|
| | | | — | | | | | | — | | |
Cash and cash equivalents, End of the Year
|
| | | $ | 359,189 | | | | | $ | — | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | — | | | | | $ | — | | |
Income taxes paid
|
| | | $ | — | | | | | $ | — | | |
Non-cash investing activities: | | | | | | | | | | | | | |
Due to affiliate converted to equity
|
| | | $ | 1,036,256 | | | | | $ | — | | |
|
|
2019
|
| | | $ | 25,250 | | |
|
2020
|
| | | | 25,250 | | |
|
2021
|
| | | | 25,250 | | |
|
2022
|
| | | | 25,250 | | |
|
2023
|
| | | | 25,250 | | |
|
Thereafter
|
| | | | 303,000 | | |
| | | | | $ | 429,250 | | |
|
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Clinical trials
|
| | | $ | 350,085 | | | | | $ | 50,000 | | |
Professional Fees
|
| | | | 94,450 | | | | | | — | | |
Interest
|
| | | | 4,356 | | | | | | — | | |
| | | | $ | 448,891 | | | | | $ | 50,000 | | |
|
Item
|
| |
Amount
to Be Paid |
| |||
Securities and Exchange Commission registration fee
|
| | | $ | 65.33 | | |
Blue Sky fees and expenses
|
| | | | | | |
Legal fees and expenses
|
| | | | 600,000 | | |
Accounting fees and expenses
|
| | | | 30,000 | | |
Printing expenses
|
| | | | 20,000 | | |
Miscellaneous* | | | | | 76,800 | | |
Total
|
| | | $ | 726,865 | | |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ DAVID I. JOHNSON
David I. Johnson
|
| |
Director and Chief Executive Officer
(Principal Executive Officer and Principal Financial and Accounting Officer) |
| |
April 19, 2019
|
|
Exhibit 2.6
AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “ Amendment ”) is made as of April 19, 2019, by and among AquaMed Technologies, Inc., a Delaware corporation (“ Parent ”), AQ TOP, LLC, a Delaware limited liability company (“ Merger Sub ”), and TO Pharmaceuticals LLC, a Delaware limited liability company (“ Company ”). Parent, Merger Sub and Company are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties .” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement (defined below).
RECITALS
WHEREAS, Parent, Merger Sub and Company are parties to that certain Agreement and Plan of Merger, dated as of November 27, 2018 (including the exhibits and schedules attached thereto, the “ Merger Agreement ”);
WHEREAS, on January 8, 2019, Parent, Merger Sub and Company entered into Amendment No. 1 to Agreement and Plan of Merger (“ Amendment No. 1 ”, and, the Merger Agreement, as amended by Amendment No. 1, the “ Original Agreement ”)
WHEREAS, the Parties desire to amend and restate Section 8.1(b) of the Original Agreement and amend Exhibit C to the Original Agreement as provided herein;
WHEREAS, the Board of Managers of the Company and the Board of Directors of the Parent have each previously approved this Amendment; and
WHEREAS, the Parties constitute all of the parties required to amend the Original Agreement in accordance with Section 9.2 thereof as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Amendments to the Original Agreement .
A. Section 8.1(b) of the Original Agreement is hereby amended and restated in its entirety as follows: “by either Parent or the Company if the Merger shall not have been consummated by June 10, 2019 (the “ End Date ”)”.
B. Section 7.1(b) of Exhibit C to the Original Agreement is hereby amended and restated in its entirety as follows: “by Alliqua if the Closing has not taken place on or before June 10, 2019 (other than as a result of any failure on the part of Alliqua to comply with or perform its covenants and obligations under this Agreement);”
C. Section 7.1(c) of Exhibit C to the Original Agreement is hereby amended and restated in its entirety as follows: “by AquaMed if the Closing has not taken place on or before June 10, 2019 (other than as a result of any failure on the part of AquaMed to comply with or perform any covenant or obligation set forth in this Agreement);”
- 1 - |
2. Effect of Amendments . Except as amended as set forth above, the Original Agreement shall continue in full force and effect. Nothing in this Amendment shall be construed to modify any provision of the Original Agreement other than as specifically amended as set forth above. The Original Agreement, as amended hereby, remains in full force and effect. Any reference to the Original Agreement contained in the Original Agreement shall, from and after the date hereof, be deemed to refer to the Original Agreement as amended hereby. The Original Agreement, as amended by this Amendment, represents the entire understanding and agreement of the Parties with respect to the subject matter of this Amendment, supersedes all prior negotiations between the Parties, and may not be amended, supplemented, or changed orally but only by an agreement in writing signed by the Party or Parties against whom enforcement is sought and making specific reference to this Amendment. If there are any conflicts between this Amendment and the Original Agreement, then this Amendment will govern and control.
3. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such State, without reference to such State’s or any other state’s or other jurisdiction’s principles of conflict of laws.
4. Binding Effect . This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns.
5. Counterparts . This Amendment may be executed in multiple counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that a signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” or other electronic format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile, “.pdf,” or other electronic format signature page were an original thereof.
* * * * *
- 2 - |
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the Parties as of the date first written above.
PARENT : | |||
AQUAMED TECHNOLOGIES, Inc. | |||
By: | /s/ David I. Johnson | ||
Name: | David I. Johnson | ||
Title: | Chief Executive Officer | ||
merger sub : | |||
AQ TOP, LLC | |||
By: | /s/ David I. Johnson | ||
Name: | David I. Johnson | ||
Title: | Chief Executive Officer | ||
company : | |||
TO PHARMACEUTICALS LLC |
|||
By: | /s/ Seth Yakatan | ||
Name: | Seth Yakatan | ||
Title: | Chief Executive Officer |
Signature Page to
Amendment No. 2 to Agreement and Plan of Merger
- 3 - |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of AquaMed Technologies, Inc. (a segment of Alliqua BioMedical, Inc.) (the “Company”) on Amendment No. 3 to Form S-1 [File No. 333-229173] of our report dated March 11, 2019, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the financial statements of AquaMed Technologies, Inc. as of December 31, 2018 and 2017 and for each of the two years in the period ended December 31, 2018, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
April 18, 2019
Exhibit 23.2
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of AquaMed Technologies, Inc. on Amendment No. 3 to Form S-1 [File No. 333-229173] of our report dated March 11, 2019, which includes an explanatory paragraph as to TO Pharmaceuticals LLC’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of TO Pharmaceuticals LLC and Subsidiaries as of December 31, 2018 and 2017 and for each of the two years in the period ended December 31, 2018, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
April 18, 2019
Exhibit 99.2
CONSENT OF PROPOSED DIRECTOR
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in this Registration Statement on Form S-1 (the “Registration Statement”) of AquaMed Technologies, Inc., and any amendments thereto, as a person who is about to become a director on the Board of Directors of AquaMed Technologies, Inc. in connection with the spin-off by Alliqua BioMedical, Inc. of AquaMed Technologies, Inc. and the subsequent merger of AQ TOP, LLC and TO Pharmaceuticals, LLC. The undersigned also consents to the filing of this consent as an exhibit to the Registration Statement.
/s/ Oren Shenkar | |
Oren Shenkar |
Exhibit 99.4
CONSENT OF PROPOSED DIRECTOR
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in this Registration Statement on Form S-1 (the “Registration Statement”) of AquaMed Technologies, Inc., and any amendments thereto, as a person who is about to become a director on the Board of Directors of AquaMed Technologies, Inc. in connection with the spin-off by Alliqua BioMedical, Inc. of AquaMed Technologies, Inc. and the subsequent merger of AQ TOP, LLC and TO Pharmaceuticals, LLC. The undersigned also consents to the filing of this consent as an exhibit to the Registration Statement.
/s/ Seth Yakatan | |
Seth Yakatan |