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ALQA > SEC Filings for ALQA > Form 8-K on 3-Dec-2012All Recent SEC Filings

Show all filings for ALLIQUA, INC.

Form 8-K for ALLIQUA, INC.


3-Dec-2012

Change in Directors or Principal Officers, Other Events, Financial Statements and E


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 27, 2012, each of Richard Rosenblum and David Stefansky resigned as co-executive chairman of Alliqua, Inc. (the "Company") and the Company's board of directors (the "Board") appointed Dr. Jerome Zeldis, a Class II director of the Board, as non-executive chairman of the Board. In addition, the Board appointed James Sapirstein, chief executive officer and director of the Company, as president of the Company.

Pursuant to its appointment of Dr. Zeldis as non-executive chairman of the Board, the Company granted Dr. Zeldis options (the "Zeldis Options") to purchase 20,000,000 shares of common stock of the Company (the "Common Stock"), with an exercise price of $0.20 per share, as follows:

? 2,500,000 options will vest and become exercisable immediately on November 27, 2012 (the "Zeldis Effective Date");

? 7,500,000 options will vest and become exercisable in three equal annual installments, with the first installment becoming exercisable on the first anniversary of the Zeldis Effective Date, the second installment becoming exercisable on the second anniversary of the Zeldis Effective Date and the third installment becoming exercisable on the third anniversary of the Zeldis Effective Date;

? 2,500,000 options will vest and become exercisable immediately upon the closing of a transaction, pursuant to which the Company (i) acquires control of, or (ii) enters into a partnership, joint venture or similar arrangement with one or more entities engaged in the wound care, topical delivery or systemic therapeutics business or any other business line of the Company ("Strategic Transaction"), and such Strategic Transaction is approved by the Board;

? 5,000,000 options will vest and become exercisable immediately upon the listing of the Common Stock on a U.S. national securities exchange (e.g., NYSE MKT LLC, The Nasdaq Stock Market LLC , the New York Stock Exchange) by September 30, 2013; and

? 2,500,000 options will vest and become exercisable immediately upon the closing of a sale, spin-off or other disposition of either the Company's wound care or bioartificial liver system businesses by December 31, 2013 or at a target date specified by the Board after considering the current business environment.



Item 8.01 Other Events.

On November 29, 2012, the Company issued a press release announcing the appointment of Dr. Zeldis as chairman of the Board. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
99.1 Press Release dated November 29, 2012


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