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):  December 19, 2012
 
Alliqua, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Florida   000-29819   58-2349413
 (State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
         
 
850 Third Avenue
Suite 1801
New York, New York
 
10022
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (646) 218-1450
 
 
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
Item 5.07      Submission of Matters to a Vote of Security Holders.

On December 19, 2012, Alliqua, Inc. (the “Company”) held its annual meeting of shareholders. The following three proposals were submitted to the shareholders at the Meeting:

(1)  
Election of three Class III directors to serve on the Company’s board of directors for a term of three years or until their successors are elected and qualified, for which the following are nominees: Kenneth Londoner, Jeffrey Sklar, and David Stefansky.

(2)  
A proposal to amend the Alliqua, Inc. 2011 Long-Term Incentive Plan to increase the total number of shares of common stock authorized for issuance under such plan by 40,000,000 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, 2012.

For more information about the foregoing proposals, see the Company’s definitive proxy statement dated November 21, 2012. 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:

Proposal 1: Election of three Class III directors to serve on the board of directors for a term of three years or until their successors are elected and qualified.

Director
 
For
 
Withheld
 
Broker Non-Votes
Kenneth Londoner
 
117,153,470
 
470,382
 
47,321,068
Jeffrey Sklar
 
117,149,270
 
474,582
 
47,321,068
David Stefansky
 
116,078,174
 
1,545,678
 
47,321,068

Proposal 2: Approval of the amendment to the Alliqua, Inc. 2011 Long-Term Incentive Plan.

For
 
86,762,202
Against
 
3,269,022
Abstain
 
27,592,628
Broker Non-Votes
 
47,321,068

Proposal 3: Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

For
 
163,225,297
Against
 
550,227
Abstain
 
1,169,396

Item 9.01       Financial Statements and Exhibits.

(d)           Exhibits

Exhibit Number
 
Description
10.1
 
First Amendment to the Alliqua, Inc. 2011 Long-Term Incentive Plan
     
 
 
 
2
 
 
 
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, INC.  
       
Dated: December 20, 2012
By:
/s/ Steven Berger  
    Name: Steven Berger  
    Title:  Chief Financial Officer  
       

  
 
3
 
 
EXHIBIT INDEX

Exhibit Number
 
Description
10.1
 
First Amendment to the Alliqua, Inc. 2011 Long-Term Incentive Plan
     

 
 
 
4
 
Exhibit 10.1

FIRST AMENDMENT
TO THE
ALLIQUA, INC. 2011 LONG-TERM INCENTIVE PLAN


This FIRST AMENDMENT TO THE ALLIQUA, INC. 2011 LONG-TERM INCENTIVE PLAN (this “ Amendment ”), effective as of November 6, 2012, is made and entered into by Alliqua, Inc., a Florida 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, Inc. 2011 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

WHEREAS , the Board desires to amend the Plan, to increase the aggregate number of shares of Common Stock that may be issued or transferred under the Plan as set forth in Article 5 of the Plan; and

WHEREAS , the Board intends to submit this Amendment to the Company’s shareholders 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 eighty million (80,000,000) 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 five million (5,000,000) 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 shareholder 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 within the meaning of Section 422 of the Code.

3. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

* * * * * * * * *

[ Remainder of Page Intentionally Left Blank Signature Page Follows ]
 
 
 
 
 

IN WITNESS WHEREOF , the Company has caused this Amendment to be duly executed as of the date first written above.

 
ALLIQUA, INC.
 
       
       
 
By:
/s/ James Sapirstein
 
 
Name:
James Sapirstein
 
 
Title:
Chief Executive Officer